CONFORMED COPY





                  QUARTERLY REPORT UNDER SECTION 13 OR 15(d)
                    OF THE SECURITIES EXCHANGE ACT OF 1934

                                 UNITED STATES
                      SECURITIES AND EXCHANGE COMMISSION
                            Washington, D.C. 20549

                                   FORM 10-Q

                                                  

           [X] Quarterly Report Pursuant to Section 13 or 15(d) of 
                    the Securities and Exchange Act of 1934
                      For the period ended June 30, 1997

                                      or

           [ ] Transition Report Pursuant to Section 13 of 15(d) of 
                   the Securities and Exchange Act of  1934
               For the transition period from         to        


                                                  

                       Commission file number 033-70568

               I.R.S. Employer Identification Number 55-0737400

                        PDC 1994-D LIMITED PARTNERSHIP

                     (A West Virginia Limited Partnership)
                             103 East Main Street
                             Bridgeport, WV 26330
                           Telephone: (304) 842-6256

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 (or for such shorter period that the registrant was
required to file such reports), and (2) has been subject to such filing
requirements for the past 90 days.  Yes     XX       No         

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


                                     INDEX



PART I - FINANCIAL INFORMATION                                    Page No.

  Item 1.  Financial Statements

           Balance Sheets June 30, 1997 and December 31, 1996          1

           Statements of Operations - Three Months and
            Six Months Ended June 30, 1997 and 1996                    2

           Statement of Partners' Equity - 
            Six Months Ended June 30, 1997                             3

           Statements of Cash Flows -
            Six Months Ended June 30, 1997 and 1996                    4

           Notes to Financial Statements                               5

  Item 2.  Management's Discussion and Analysis of Financial 
           Condition and Results of Operations                         6

PART II    OTHER INFORMATION

  Item 1.  Legal Proceedings                                           7

  Item 6.  Exhibits and Reports on Form 8-K                            7












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

                                Balance Sheets

                      June 30, 1997 and December 31, 1996
<TABLE>
<S>                                                       <S>            <S>
      Assets                                            1997          1996  
                                                     (unaudited)

Current assets:
    Cash                                            $     836            920
    Accounts receivable - oil and gas revenues        129,179        195,829
      Total current assets                            130,015        196,749

Oil and gas properties,
    successful efforts method
      Oil and gas properties                        7,174,936      7,174,936
      Less accumulated depreciation, depletion,
       and amortization                             1,403,300      1,165,600
                                                    5,771,636      6,009,336

                                                   $5,901,651      6,206,085

    Current Liabilities and Partners' Equity

Current liabilities:
    Accrued expenses                                   27,742         36,277
      Total current liabilities                        27,742         36,277

Partners' equity                                    5,873,909      6,169,808


                                                    5,901,651      6,206,085


</TABLE>
See accompanying notes to financial statements.









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

            Three Months and Six Months Ended June 30, 1997 and 1996
                                  (Unaudited)

<TABLE>
     <S>                                      <S>          <S>           <S>          <S>
                                             Three Months Ended        Six Months Ended   
                                                  June 30,                 June 30,       
                                             1997       1996           1997         1996  

Revenues:
  Sales of oil and gas                     $191,364    $282,208      $442,630     $666,579
  Transportation revenue                        322       1,723           451        1,882
  Interest income                               739         829         1,733        1,616
                                            192,425     284,760       444,814      670,077

Expenses:
  Lifting cost                               48,831      66,149        87,211      124,023
  Direct administrative cost                  1,805          15         1,816           15
  Depreciation, depletion and amortization  116,294     169,595       237,700      303,380

                                            166,930     235,759       326,727      427,418

     Net income                            $ 25,495    $ 49,001      $118,087     $242,659


     Net income per limited and
       additional general partner unit     $     57    $    104       $   259     $    514
</TABLE>

See accompanying notes to financial statements.



















                                            -2-
<PAGE>
                              PDC 1994-D LIMITED PARTNERSHIP
                           (A West Virginia Limited Partnership)

                               Statement of Partners' Equity

                              Six months ended June 30, 1997
                                        (Unaudited)


<TABLE>
<S>                                       <S>              <S>                 <S>

                                    Limited and                                   
                                    additional       Managing                     
                                    general partners general partner       Total  

Balance, December 31, 1996             $4,935,814       $1,233,994     $6,169,808 
Net income                                 97,882           20,205        118,087 
Distribution to partners                 (335,159)         (78,827)      (413,986)

          Balance, June 30, 1997       $4,698,537       $1,175,372     $5,873,909 

</TABLE>
See accompanying notes to financial statements.





























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

                                 Statements of Cash Flows

                          Six months ended June 30, 1997 and 1996
                                        (Unaudited)
<TABLE>
<S>                                                            <S>           <S>
                                                               1997          1996 

Cash flows from operating activities:
          Net income                                        $ 118,087   $ 242,659 
          Adjustments to reconcile net income
           to net cash provided by operating activities:
              Depreciation, depletion, and amortization       237,700     303,380 
              Changes in operating assets and liabilities:
              Decrease (increase) in accounts receivable
                 - oil and gas revenues                        66,650     (55,734)
              Decrease in accrued expenses                     (8,535)    (12,696)
                 Net cash provided from 
                   operating activities                       413,902     477,609 

Cash flows from financing activities:
          Distributions to partners                          (413,986)   (485,265)
                 Net cash used 
                 by financing activities                     (413,986)   (485,265)

Net decrease in cash                                              (84)     (7,656)
Cash at beginning of period                                       920       7,752 
Cash at end of period                                       $     836   $      96 

</TABLE>
See accompanying notes to financial statements.














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

                              Notes to Financial Statements 
                                        (Unaudited)



1.      Accounting Policies 

        Reference is hereby made to the Partnership's Annual Report on Form 
        10-K for 1996, which contains a summary of major accounting policies 
        followed by the Partnership in the preparation of its financial 
        statements.  These policies were also followed in preparing the 
        quarterly report included herein. 

2.      Basis of Presentation

        The Management of the Partnership believes that all adjustments 
        (consisting of only normal recurring accruals) necessary to a fair 
        statement of the results of such periods have been made.  The results
        of operations for the six months ended June 30, 1997 are not 
        necessarily indicative of the results to be expected for the full year. 

3.      Oil and Gas Properties

        Oil and Gas Properties are reported on the successful efforts method.

























                                            -5-<PAGE>

Item 2. Management's Discussion and Analysis of Financial Condition and 
        Results of Operations

        Liquidity and Capital Resources

             The Partnership was funded on December 30, 1994 with initial 
        Limited and Additional General Partner contributions of $7,548,761 
        and the Managing General Partner contributed $1,651,292.  Offering, 
        organization and legal 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 
        drilling activities by March 31, 1995. Forty-two wells have been 
        drilled, of which thirty-eight have been completed as producing wells.

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

             The Partnership had net working capital at June 30, 1997 of 
        $102,273.

             The Partnership's revenues from oil and gas will be affected by
        changes in prices.  As a result of changes in federal regulations, 
        gas prices are highly dependent on the balance between supply and 
        demand.  The Partnership's gas sales prices are subject to increase 
        and decrease based on various market sensitive indices.  


        Results of Operations

        Three Months Ended June 30, 1997 Compared with 1996

             Natural gas sales decreased approximately 32.2% during the 
        second quarter of 1997 compared with the same period in 1996 due to 
        lower sales volumes and lower average sales prices.  While the 
        Partnership experienced a modest net income, depreciation, depletion 
        and amortization is a non-cash expense and therefore the Partnership 
        distributed $201,231 to the partners during the second quarter of 1997.

        Six Months Ended June 30, 1997 Compare with 1996

             Natural gas sales decreased approximately 33.6% during the first
        six months of 1997 compared with the same period in 1996 primarily 
        due to lower sales volumes and lower average sales prices.  While the
        Partnership experienced a modest net income, depreciation, depletion
        and amortization is a non-cash expense and therefore the Partnership 
        distributed $413,986 to the partners during the first six months of 
        1997.




                                            -6-
<PAGE>
                                                             CONFORMED COPY

                              PART II - OTHER INFORMATION 


Item 1. Legal Proceedings

             None.

Item 6.  Exhibits and Reports on Form 8-K

             (a) None.

             (b) No reports on Form 8-K have been filed during the quarter ended
                 June 30, 1997.



                                        SIGNATURES

     Pursuant to the requirements 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 
                                                      (Registrant)

                                              By its Managing General Partner
                                              Petroleum Development Corporation




Date:  August 6, 1997                               /s/ Steven R. Williams    
                                                        Steven R. Williams
                                                           President


Date:  August 6, 1997                               /s/ Dale G. Rettinger     
                                                         Dale G. Rettinger
                                                     Executive Vice President
                                                         and Treasurer

        







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