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, 1997

  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 75
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, 1998, 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, 1998. . .       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, 1998.

                                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

      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.

      None. 

                                       PART II

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

      At December 31, 1997, 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>
                                                        Years ended December 31,       
                                                     1997         1996         1995    


Oil and Gas Sales . . . . . . . . . . . . . . . . .$  850,100 $1,136,669   $  582,423 
Costs and Expenses  . . . . . . . . . . . . . . .    647,676   1,994,230      723,043 
Net Income (loss) . . . . . . . . . . . . . . . .    207,697    (854,991)    (133,005)
Allocation of Net Income (loss):
      Managing General Partner. . . . . . . . . .     35,438    (171,805)     (26,601)
      Limited and Additional General Partners . .    172,259    (683,186)    (106,404)
      Per Limited and Additional
       General Partner Unit . . . . . . . . . . .        456      (1,810)        (282)
Total Assets. . . . . . . . . . . . . . . . . . .  5,749,320   6,206,085    7,856,884 
Distributions:
      Managing General Partner. . . . . . . . . .    127,070     158,640       57,552 
      Limited and Additional General Partners . .    540,267     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, 1997.  Forty-three wells have been drilled, of which thirty-nine have 
been completed as producing wells.  No additional wells will be drilled.

      The Partnership had net working capital at December 31, 1997 of $129,588.

      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

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.

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) 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
impairment resulted from net capitalized costs exceeding estimated 
undiscounted future net cash flow.  The impairment was based on estimated fair
value which considered future discounted cash flows.  This charge did not 
affect cash distributions to the partners which increased from $287,761 in
1995 to $797,393 in 1996.

      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

      PDC, who administers all aspects of the Partnership, has assessed the 
extent of Year 2000 Issues affecting PDC and the Partnership.  PDC believes 
that the new computer system, including operating software currently being 
installed along with modifications being made by PDC's computer technicians
will address the dating system flaw inherent in most operating systems.  PDC 
expects to be fully Year 2000 Compliant by the end of 1998.  PDC expects to 
be fully Year 2000 Compliant by the end of 1998.  PDC does not currently
expect to charge the Partnership for any portion of PDC's cost to become Year
2000 Compliant.

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 1997 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,   

                                                 1997        1996        1995   
Operator's charges                             $187,565      269,792    150,908 
Tax return preparation                            6,295        3,605      3,560 
Direct administrative cost                        1,384        1,614      1,410 
</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 23, 1998

   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 23, 1998



/s/ Steven R. Williams     President and Director
Steven R. Williams                                             March 23, 1998



/s/ Dale G. Rettinger      Executive Vice President,
Dale G. Rettinger          Treasurer and Director              March 23, 1998
                           (principal financial and
                           accounting officer)



/s/ Roger J. Morgan        Secretary and Director
Roger J. Morgan                                                March 23, 1998



















                                           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, 1997, 1996 and 1995
                              
                              (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, 1997 and 1996                             F-4
Statements of Operations -  Years Ended December 31, 1997,
 1996 and 1995                                                          F-5
Statements of Partners' Equity - Years Ended December 31, 1997, 
 1996 and 1995                                                          F-6
Statements of Cash Flows -  Years Ended December 31, 1997, 
 1996 and 1995                                                          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, 1997 and 1996, and the results of its 
operations and its cash flows for each of the years in the three year period
ended December 31, 1997, in conformity with generally accepted accounting 
principles.





                                                      KPMG Peat Marwick LLP



Pittsburgh, Pennsylvania
March 19, 1998












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

                                    Balance Sheets

                              December 31, 1997 and 1996
<TABLE>

<S>                                                      <S>            <S>
      Assets                                           1997           1996  

Current assets:
    Cash                                            $    1,847           920
    Accounts receivable - oil and gas revenues         166,893       195,829
      Total current assets                             168,740       196,749

Oil and gas properties, 
    successful efforts method
    (Notes 3 and 5):
      Oil and gas properties                         7,174,936     7,174,936
      Less accumulated depreciation, depletion,
       and amortization                              1,594,356     1,165,600
                                                     5,580,580     6,009,336

                                                    $5,749,320     6,206,085

    Current Liabilities and Partners' Equity

Current liabilities:
    Accrued expenses                                $   39,152        36,277
      Total current liabilities                         39,152        36,277

Partners' equity                                     5,710,168     6,169,808


                                                    $5,749,320     6,206,085


</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, 1997, 1996 and 1995

<TABLE>
       <S>                                    <S>          <S>        <S>
                                            1997         1996       1995  

Revenues:
  Sales of oil and gas                   $  850,100    1,136,669    582,423 
  Transportation revenue                      2,438         -         6,802 
  Interest income                             2,835        2,570        813 
                                            855,373    1,139,239    590,038 

Expenses (note 3):
  Lifting cost                              187,565      269,792    150,908 
  Independent audit fee                       7,656        7,230      7,204 
  Franchise taxes                            16,020       15,190     17,497 
  Tax return preparation                      6,295        3,605      3,560 
  Direct administrative cost                  1,384        1,614      1,410 
  Independent engineering cost                 -           7,415      5,500 
  Depreciation, depletion
   and amortization                         428,756      628,636    536,964 
  Loss on impairment of oil and 
   gas properties                              -       1,060,748       -    

                                            647,676    1,994,230    723,043 

    Net income (loss)                    $  207,697     (854,991)  (133,005)


    Net income (loss) per limited 
      and additional
      general partner unit               $      456       (1,810)      (282)

</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, 1997, 1996 and 1995
<TABLE>
<S>                                  <S>                <S>           <S>

                                 Limited and          Managing
                                 additional           general
                                 general partners     partner       Total 


Balance, December 31, 1994        $6,594,366           1,648,592    8,242,958 

Net loss                           (106,404)            (26,601)     (133,005)
Distributions to partners          (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 

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 

</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, 1997, 1996 and 1995
<TABLE>
<S>                                               <S>            <S>          <S>

                                                 1997           1996       1995   

Cash flows from operating activities:
      Net income (loss)                      $ 207,697      (854,991)    (133,005)
      Adjustments to reconcile net income
       (loss) to net cash provided from
       operating activities:
          Depreciation, depletion and
           amortization                        428,756       628,636      536,964 
          Loss on impairment of oil
           and gas properties                     -        1,060,748         -    
          Changes in operating assets and 
            liabilities:
            Decrease (increase) in accounts
             receivable - oil and gas revenues  28,936       (45,417)    (150,412)
            Increase in accrued expenses         2,875         1,585       21,192 
            
            Net cash provided from
             operating activities              668,264       790,561      274,739 

Cash flows from financing activities:
      Distributions to partners               (667,337)     (797,393)    (287,761)

            Net cash used by 
             financing activities             (667,337)     (797,393)    (287,761)

Net increase (decrease) in cash                    927        (6,832)     (13,022)
Cash at beginning of period                        920         7,752       20,774 
Cash at end of period                       $    1,847           920        7,752 


</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, 1997, 1996 and 1995

(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, 1997 by the Managing General 
          Partner's petroleum engineers and at December 31, 1996 and 1995 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.  During 1996 the loss on impairment
          of oil and gas properties as reflected in the Statements of 
          Operations amounted to $1,060,748.

        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.

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

                     Notes to Financial Statements, Continued

(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:
<TABLE>
              <S>                             <S>       <S>            <S>
                                                Years ended December 31,     
                                              1997        1996        1995   
        Lifting costs                    $187,565    $269,792    $150,908
        Tax return preparation              6,295       3,605       3,560
        Direct administrative cost          1,384       1,614       1,410
</TABLE>
(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.
<TABLE>
<S>                                                   <S>          <S>
                                                                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%



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

                Notes to Financial Statements, Continued


    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%
____________________
</TABLE>
[FN]
  (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.

  (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.
</FN>





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

                Notes to Financial Statements, Continued


(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:
<TABLE>
                <S>                                       <S>         <S>
                                                         December 31,       
                                                        1997         1996   
         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)  (1,060,748)
                                                  $ 7,174,936    7,174,936 
</TABLE>
         There were no costs incurred for the Partnership's oil and gas
           activities during the years ended December 31, 1997, 1996 or 1995.


(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, 1997 and 1996, the income tax basis of the partnership's
        oil and gas properties was $1,311,183 and $1,406,105, respectively.

(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, 1997 and
        by an independent petroleum engineer, Wright & Company, Inc. at December
        31, 1996 and 1995.  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 

                                     F-11