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 September 30, 1996

                                      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 September 30, 1996 and December 31, 1995     1

           Statements of Operations - 
            Three Months and Nine Months Ended
            September 30, 1996 and 1995                                2

           Statement of Partners' Equity -
            Nine Months Ended September 30, 1996                       3

           Statements of Cash Flows -
            Nine Months Ended September 30, 1996 and 1995              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

                   September 30, 1996 and December 31, 1995
<TABLE>
<S>                                                       <S>          <S>

      Assets                                            1996          1995  
                                                     (unaudited)

Current assets:
    Cash                                            $      656    $    7,752
    Accounts receivable - oil and gas revenues         158,179       150,412
      Total current assets                             158,835       158,164

Oil and gas properties,
    successful efforts method
    Oil and gas properties                           8,235,684     8,235,684
      Less accumulated depreciation, depletion,
       and amortization                                980,777       536,964
                                                     7,254,907     7,698,720

                                                    $7,413,742    $7,856,884

    Current Liabilities and Partners' Equity

Current liabilities:
    Accrued expenses                                $   11,680    $   34,692
      Total current liabilities                         11,680        34,692

Partners' equity                                     7,462,062     7,822,192


                                                    $7,413,742    $7,856,884


</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 Nine Months Ended September 30, 1996 and 1995
                                  (Unaudited)
<TABLE>
<S>                                         <S>           <S>          <S>          <S>

                                             Three Months Ended       Nine Months Ended   
                                                September 30,            September 30,    
                                            1996         1995          1996         1995  

Revenues:
  Sales of oil and gas                   $ 209,173   $ 195,650      $875,752      $366,017
  Transportation revenue                       917      (3,130)        2,799         6,726
  Interest income                              576         153         2,192           153
                                           210,666     192,673       880,743       372,896

Expenses:
  Lifting cost                              67,564      51,864       191,587        96,025
  Direct administrative cost                    15         -              30           478
  Depreciation, depletion and amortization 140,433     167,572       443,813       274,678
                                           208,012     219,436       635,430       371,181

     Net income (loss)                     $ 2,654    $(26,763)     $245,313      $  1,715


     Net income (loss) per limited and
       additional general partner unit     $     6    $    (56)     $    520      $      4

</TABLE>
See accompanying notes to financial statements.



















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

                         Statement of Partners' Equity

                     Nine months ended September 30, 1996
                                  (Unaudited)

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


                                Limited and                       
                                additional       Managing        
                                general partners general partner   Total  

Balance, December 31, 1995         $6,257,753       $1,564,439   $7,822,192 
Net income                            196,250           49,063      245,313 
Distribution to partners             (532,775)        (132,668)    (665,443)

      Balance, September 30, 1996  $5,921,228       $1,480,834   $7,402,062 

</TABLE>
See accompanying notes to financial statements.





























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

                           Statements of Cash Flows

                 Nine Months ended September 30, 1996 and 1995
                                  (Unaudited)

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

Cash flows from operating activities:
      Net income                                      $245,313    $   1,715 
      Adjustments to reconcile net income to net cash
       provided by operating activities:
          Depreciation, depletion, and amortization    443,813      274,678 
          Changes in operating assets and liabilities:
          Increase in accounts receivable
             - oil and gas revenues                     (7,767)    (127,479)
          Decrease in accrued expenses                 (23,012)     (13,500)
             Net cash provided from
               operating activities                    658,347      135,414 



Cash flows from financing activities:
      Distributions to partners                       (665,443)    (149,148)
             Net cash used by
              financing activities                    (665,443)    (149,148)


Net decrease in cash                                    (7,096)     (13,734)
Cash at beginning of period                              7,752       20,774 
Cash at end of period                                $     656    $   7,040 

</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 1995, 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
    nine months ended September 30, 1996 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 September 30, 1996 of
    $147,155.

         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.  Price levels of natural gas are
    currently above usual seasonal averages, while they are not predictable in
    the coming year, it appears that on average, they will be higher in 1996
    than in 1995.

    Results of Operations

    Three Months Ended September 30, 1996 Compared with 1995

         Revenue and expenses during the third quarter of 1996 include natural
    gas sales and related expenses for all of the Partnership's wells.  During
    the same period in 1995 all of the wells were not yet turned into line and
    producing for the entire quarter.  While the Partnership experienced net
    income of only $2,654, depreciation, depletion and amortization is a non-
    cash expense and therefore the partnership distributed $180,178 to the
    partners during the third quarter of 1996. 

    Nine Months Ended September 30, 1996 Compared with 1995

         Revenue and expenses during the first nine months of 1996 include
    natural gas sales and related expenses for all of the Partnership's wells. 
    During the same period in 1995 all of the wells were not turned into line
    and producing for the entire period.  While the Partnership experienced a
    net income of $245,313, depreciation, depletion and amortization is a non-
    cash expense and therefore the Partnership distributed $665,443 to the
    partners during the first nine months of 1996.

                                      -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
             September 30, 1996.



                                  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:  November 13, 1996                        /s/ Steven R. Williams        
                                                    Steven R. Williams
                                                       President


Date:  November 13, 1996                        /s/ Dale G. Rettinger        
                                                    Dale G. Rettinger
                                                 Executive Vice President
                                                     and Treasurer

    







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