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, 1998

  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 81
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.










                                     2
<PAGE>
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. 

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.




                                     3
<PAGE>
    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, 1999, of the Partnership
which was conducted in the Continental United States.
<TABLE>
<C>                        <C>      <C>   <C>        <C>    <C>      <C>
                                         Development Wells             
                                 Gross                    Net           
                        Productive  Dry Total   Productive  Dry    Total
Period Ended
 March 15, 1999. . .       38        5   43        34.42    4.99    39.41
</TABLE>
      The Partnership has not participated in any exploratory wells.  
No additional drilling activity is planned.






















                                          4
<PAGE>
Productive Wells

      The following table summarizes the Partnership's total 
gross and net interests in productive wells at March 15, 1999.
<TABLE>
<C>                   <C>             <C>              <C>                <C>
                                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
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
                                                      38               34.4200
</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.







                                     5
<PAGE>
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.

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.

    None. 

                                  PART II

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

    At December 31, 1998, 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.















                                     6
<PAGE>
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>
<C>                                                  <C>              <C>       <C> 
                                                        Years ended December 31,       
                                                     1998         1997         1996    


Oil and Gas Sales . . . . . . . . . . . . . . . . .$622,277       850,100  $1,136,669 
Costs and Expenses  . . . . . . . . . . . . . . . 3,311,879       647,676   1,994,230 
Net Income (loss) . . . . . . . . . . . . . . . .   (2,683,629)   207,697    (854,991)
Allocation of Net Income (loss):
      Managing General Partner. . . . . . . . . .  (541,366)       35,438    (171,805)
      Limited and Additional General Partners . .(2,142,263)      172,259    (683,186)
      Per Limited and Additional
       General Partner Unit . . . . . . . . . . .    (5,676)          456      (1,810)
Total Assets. . . . . . . . . . . . . . . . . . . 2,566,214     5,749,320   6,206,085 
Distributions:
      Managing General Partner. . . . . . . . . .    93,732       127,070     158,640 
      Limited and Additional General Partners . .   402,072       540,267     638,753 
</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, 1995.  Forty-three wells have been drilled, of which thirty-eight have
been completed as producing wells.  No additional wells will be drilled.

    The Partnership had net working capital at December 31, 1998 of $57,525.

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

Results of Operations

1998 Compared to 1997

    Oil and gas sales decreased 26.8% in 1998 compared to 1997 due to
decreased sales volumes and lower average sales prices of natural gas.  The
net loss of $2,638,629 was primarily due to the impairment charge for oil
and gas properties which amounted to $2,712,304 in 1998.  This impairment
resulted from net capitalized costs exceeding extimated undiscounted future
net cash flow.  The impairment was based on estimated fair value which
considered future discounted cash flows.  This charge did not effect cash
distributions to the partners which decreased from $667,337 in 1997 to
$495,804 in 1998 as a result of the decreased volumes and average sales
prices of natural gas.

1997 Compared to 1996

    Oil and gas sales decreased 25.2% in 1997 compared to 1996 due to lower
average sales prices and sales volumes.  Cash distributions to the partners
decreased from $797,393 in 1996 to $667,337 during 1997 due to the factors
outlined above.



                                     7
<PAGE>
    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.

Year 2000 Issue

State of Readiness

    The Year 2000 Issue is the risk that computer programs using two-digit
data fields will fail to properly recognize the year 2000, with the result
being business interruption due to computer system failures by PDC's
software or hardware or that of government entities, service providers and
vendors.  PDC, who administers all aspects of the Partnership, has assessed
the extent of the Year 2000 Issues affecting PDC and the Partnership.  PDC
believes that the new computer system including operating software installed
during 1998 along with modifications made by PDC's computer technicians have
addressed the dating system flaw inherent in most operating systems.  PDC
has completed a remediation plan and believes it is currently fully Year
2000 compliant.

    PDC has initiated formal communications with its significant suppliers
and service providers to determine the extent to which PDC may be vulnerable
to their failure to correct their own Year 2000 issues.  It is expected that
full identification will be completed by April 30, 1999.  To the extent that
responses to Year 2000 readiness are unsatisfactory, PDC intends to take
appropriate action, including identifying alternative suppliers and service
providers who have demonstrated Year 2000 readiness.

Cost of Readiness

    PDC does not currently expect to charge the Partnership for any portion
of PDC's cost to become Year 2000 Compliant.

Risks of Year 2000 Issues

    PDC presently believes the Year 2000 Issue will not present a materially
adverse risk to PDC's or the Partnership's future results of operations,
liquidity, and capital resources.  However, if the level of the timely
compliance by key suppliers or service providers is not sufficient, the Year
2000 Issue could have a material impact on PDC's or the Partnership's
operations including, but not limited to, increased operating costs, loss
of customers or suppliers, loss of accounting functions, including well
revenue distributions, or other significant disruptions to PDC's or the
Partnership's business.

Contingency Plan

    PDC has a contingency plan, and will implement it on any system that
remains non-compliant at December 31, 1999, if any.

New Accounting Standards

    Statement of Accounting Standards No. 133, Accounting for Derivative
Instruments and Hedging Activities  (SFAS No. 133), was issued by the
Financial Accounting Standards Board in June, 1998.  Statement 133
standardizes the accounting for derivative instruments, including certain
derivative instruments embedded in other contracts.  The Partnership must
adopt SFAS No. 133 by January 1, 2000; however, early adoption is permitted. 
On adoption, the provisions of SFAS No. 133 must be applied prospectively. 
At the present time, the Partnership cannot determine the impact that SFAS
No. 133 will have on its financial statements upon adoption, as such impact
will be based on the extent of derivative instruments, such as natural gas
futures and options contracts, outstanding at the date of adoption.

                                     8<PAGE>
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 1998 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.

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>
       <C>                                      <C>         <C>       <C>
                                               Periods Ended December 31,   

                                               1998        1997     1996  

Operator's charges                           $177,562      187,565 269,792
Tax return preparation                          4,955        6,295   3,605
Direct administrative cost                      1,187        1,384   1,614
</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.








                                     9<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, 1999

      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, 1999



/s/ Steven R. Williams   President and Director
Steven R. Williams                                           March 24, 1999



/s/ Dale G. Rettinger    Executive Vice President,
Dale G. Rettinger        Treasurer and Director              March 24, 1999
                         (principal financial and
                         accounting officer)



/s/ Roger J. Morgan      Secretary and Director
Roger J. Morgan                                              March 24, 1999
















                                    10
  <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, 1998, 1997 and 1996
                            
                            (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, 1998 and 1997                           F-4
Statements of Operations -  Years Ended December 31, 1998,
 1997 and 1996                                                        F-5
Statements of Partners' Equity - Years Ended December 31, 1998, 
 1997 and 1996                                                        F-6
Statements of Cash Flows -  Years Ended December 31, 1998, 
 1997 and 1996                                                        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, 1998 and 1997, and the results of its
operations and its cash flows for each of the years in the three year period
ended December 31, 1998, in conformity with generally accepted accounting
principles.





                                                                 KPMG LLP



Pittsburgh, Pennsylvania
March 23, 1999












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

                              Balance Sheets

                        December 31, 1998 and 1997
<TABLE>
<C>                                                  <C>         <C> 


    Assets                                           1998      1997  

Current assets:
  Cash                                             $   2,652    1,847
  Accounts receivable - oil and gas revenues          90,352  166,893
    Total current assets                              93,004  168,740

Oil and gas properties, 
  successful efforts method
    (Notes 3 and 5):
    Oil and gas properties                         4,462,632  7,174,936
    Less accumulated depreciation, depletion,
     and amortization                              1,989,422  1,594,356
                                                   2,473,210  5,580,580

                                                  $2,566,214  5,749,320

  Current Liabilities and Partners' Equity

Current liabilities:
  Accrued expenses                                $   35,479    39,152
    Total current liabilities                         35,479    39,152

Partners' equity                                   2,530,735 5,710,168


                                                  $2,566,214 5,749,320

</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, 1998, 1997 and 1996
<TABLE>
<C>                                           <C>          <C>     <C>
                                            1998         1997    1996  

Revenues:
  Sales of oil and gas                $   622,277      850,100 1,136,669 
  Transportation revenue                    2,972        2,438      -    
  Interest income                           3,001        2,835     2,570 
                                          628,250      855,373 1,139,239 

Expenses (note 3):
  Lifting cost                            177,562      187,565   269,792 
  Independent audit fee                     6,428        7,656     7,230 
  Franchise taxes                          14,377       16,020    15,190 
  Tax return preparation                    4,955        6,295     3,605 
  Direct administrative cost                1,187        1,384     1,614 
  Independent engineering cost               -            -        7,415 
  Depreciation, depletion
   and amortization                       395,066      428,756   628,636 
  Loss on impairment of oil and 
   gas properties                       2,712,304         -    1,060,748 

                                        3,311,879   647,676    1,994,230 

    Net income (loss)                 $(2,683,629)     207,697  (854,991)


    Net income (loss) per limited 
      and additional
      general partner unit            $    (5,676)         456    (1,810)

</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, 1998, 1997 and 1996

<TABLE>
<C>                                 <C>               <C>         <C>
                                Limited and       Managing
                                additional        general
                                general partners  partner     Total 

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 

Net income                        172,259              35,438   207,697 
Distributions to partners        (540,267)           (127,070) (667,337)

   Balance, December 31, 1997   4,567,806           1,142,362 5,710,168 

Net loss                       (2,142,263)           (541,366)(2,683,629)
Distributions to partners        (402,072)            (93,732)  (495,804)

   Balance, December 31, 1998  $2,023,471             507,264  2,530,735 

</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, 1998, 1997 and 1996
<TABLE>
<C>                                             <C>            <C>         <C>

                                                 1998           1997       1996   

Cash flows from operating activities:
      Net income (loss)                    $(2,683,629)      207,697     (854,991)
      Adjustments to reconcile net income
       (loss) to net cash provided from
       operating activities:
          Depreciation, depletion and
           amortization                        395,066       428,756      628,636 
          Loss on impairment of oil
           and gas properties                2,712,304          -       1,060,748 
          Changes in operating assets and 
            liabilities:
            Decrease (increase) in accounts
             receivable - oil and gas revenues  76,541        28,936      (45,417)
            (Decrease) increase in
             accrued expenses                   (3,673)        2,875        1,585 
            
            Net cash provided from
             operating activities              496,609       668,264      790,561 

Cash flows from financing activities:
      Distributions to partners               (495,804)     (667,337)    (797,393)

            Net cash used by 
             financing activities             (495,804)     (667,337)    (797,393)

Net increase (decrease) in cash                    805           927       (6,832)
Cash at beginning of period                      1,847           920        7,752 
Cash at end of period                       $    2,652         1,847          920 

</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, 1998, 1997 and 1996

(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 December 31, 1998 and 1997 by the Managing General
       Partner's petroleum engineers and at December 31, 1996 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 in each years calculation 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.  During 1998 and 1996 the loss on
       impairment of oil and gas properties as reflected in the Statements
       of Operations amounted to $2,712,304 and $1,060,748, respectively.

     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.







                                                              (Continued)
                                    F-8
<PAGE>
                      PDC 1994-D LIMITED PARTNERSHIP
                   (A West Virginia Limited Partnership)

                 Notes to Financial Statements, Continued

     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:

                                                Years ended December 31,     
                                              1998        1997        1996   
      Lifting costs                    $177,562    $187,565    $269,792
      Tax return preparation              4,955       6,295       3,605
      Direct administrative cost          1,187       1,384       1,614










                                    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 were paid by the Managing General Partner and not
          from Partnership funds.  In addition, Organization and Offering
          Costs in excess of 10% of Subscriptions were 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 receives 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 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.  No such sales have occurred.

(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,       
                                                      19981997   
       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                         (3,773,052)  (1,060,748)
                                                $ 4,462,632    7,174,936 


       There were no costs incurred for the Partnership's oil and gas
         activities during the years ended December 31, 1998, 1997 or 1996.

(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, 1998 and 1997, the income tax basis of the
      partnership's oil and gas properties was $1,216,261 and $1,311,183,
      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
      the Managing General Partner's petroleum engineers at December 31,
      1998 and 1997 by an independent petroleum engineer, Wright & Company,
      Inc. at December 31, 1996.  These reserves have been prepared in
      compliance with the Securities and Exchange Commission rules based on
      year end prices.  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 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 

      Revisions of prior estimates                        273,660 
      Production                                         (323,884)
      Proved developed reserves as of
       December 31, 1997                                4,549,219 

      Revisions of prior estimates                       (751,526)
      Production                                         (251,094)
      Proved developed reserves as of 
       December 31, 1998                                3,546,599 






















                                   F-12