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 March 31, 1999

                                      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 - March 31, 1999 and December 31, 1998       1

           Statements of Operations - 
            Three Months Ended March 31, 1999 and 1998                 2

           Statement of Partners' Equity -
            Three Months Ended March 31, 1999                          3

           Statements of Cash Flows -
            Three Months Ended March 31, 1999 and 1998                 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                                           8

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












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

                                Balance Sheets

                     March 31, 1999 and December 31, 1998
<TABLE>
<C>                                                      <C>          <C>

      Assets                                            1999          1998  
                                                     (unaudited)

Current assets:
    Cash                                            $    3,132         2,652
    Accounts receivable - oil and gas revenues          48,944        90,352
      Total current assets                              52,076        93,004

Oil and gas properties,
    successful efforts method                        4,462,632     4,462,632
      Less accumulated depreciation, depletion,
       and amortization                              2,026,221     1,989,422
                                                     2,436,411     2,473,210

                                                    $2,488,487     2,566,214

    Current Liabilities and Partners' Equity

Current liabilities:
    Accrued expenses                                $   29,935        35,479
      Total current liabilities                         29,935        35,479

Partners' equity                                     2,458,552     2,530,735

                                                    $2,488,487     2,566,214
</TABLE>

See accompanying notes to financial statements.









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

                    Three Months Ended March 31, 1999 and 1998
                                  (Unaudited)

<TABLE>
<C>                                                    <C>           <C>
                                                     1999          1998  

Revenues:
    Sales of oil and gas                         $  82,852        176,335
    Transportation revenue                             971            336
    Interest income                                    517            769
                                                    84,340        177,440

Expenses:
    Lifting cost                                    43,277         51,801
    Direct administrative cost                          37             63
    Depreciation, depletion and amortization        36,799         86,561
                                                    80,113        138,425

      Net income                                  $  4,227         39,015

      Net income per limited and
        additional general partner unit           $     10             86

</TABLE>
See accompanying notes to financial statements.























                                      -2-

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

                         Statement of Partners' Equity

                       Three months ended March 31, 1999
                                  (Unaudited)

<TABLE>
<C>                                 <C>                 <C>               <C>


                                Limited and                                   
                                additional       Managing                     
                                general partners general partner       Total  

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

Net income                              3,742              485          4,227 
Distribution to partners              (61,799)         (14,611)       (76,410)

      Balance, March 31, 1999      $1,965,414          493,138      2,458,552 
</TABLE>

See accompanying notes to financial statements.




























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

                           Statements of Cash Flows

                  Three months ended March 31, 1999 and 1998
                                  (Unaudited)
<TABLE>

<C>                                                          <C>          <C>
                                                            1999        1998  

Cash flows from operating activities:
      Net income                                        $   4,227      39,015 
      Adjustments to reconcile net income 
        to net cash provided from 
        operating activities:
          Depreciation, depletion, and amortization        36,799      86,561 
          Changes in operating assets and liabilities:
          Decrease in accounts receivable
             - oil and gas revenues                        41,408      44,480 
          Decrease in accrued expenses                     (5,544)     (9,019)
             Net cash provided from 
               operating activities                        76,890     161,037 

Cash flows from financing activities:
      Distributions to partners                           (76,410)   (160,331)
             Net cash used 
             by financing activities                      (76,410)   (160,331)

Net increase in cash                                          480         706 
Cash at beginning of period                                 2,652       1,847 
Cash at end of period                                   $   3,132       2,553 

</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
    1998, which contains a summary of significant 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
    three months ended March 31, 1999 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 March 31, 1999 of $22,141.

         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

         Sales of oil and gas decreased 53.0% during the first quarter of 1999
    compared to 1998 due to lower sales volumes of natural gas and lower average
    sales prices.  While the Partnership experienced a modest net income of
    $4,227, depreciation, depletion and amortization is a non-cash expense and
    therefore the partnership distributed $76,410 to the partners during the
    first quarter of 1999.

    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.
                                      -6-<PAGE>
         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 June 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.






















                                      -7-
<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
             March 31, 1999.



                                  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:  May 12, 1999                             /s/ Steven R. Williams        
                                                    Steven R. Williams
                                                       President


Date:  May 12, 1999                             /s/ Dale G. Rettinger          
                                                    Dale G. Rettinger
                                                 Executive Vice President
                                                     and Treasurer

    







                                      -8-