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, 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 March 31, 1997 and December 31, 1996         1

           Statements of Operations - 
            Three Months Ended March 31, 1997 and 1996                 2

           Statement of Partners' Equity -
            Three Months Ended March 31, 1997                          3

           Statements of Cash Flows -
            Three Months Ended March 31, 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

                     March 31, 1997 and December 31, 1996
<TABLE>
<S>                                                     <S>           <S>

      Assets                                            1997          1996  
                                                     (unaudited)

Current assets:
    Cash                                           $    1,903            920
    Accounts receivable - oil and gas revenues        192,650        195,829
      Total current assets                            194,553        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                             1,287,006      1,165,600
                                                    5,887,930      6,009,336

                                                   $6,082,483      6,206,085

    Current Liabilities and Partners' Equity

Current liabilities:
    Accrued expenses                               $   32,839         36,277
      Total current liabilities                        32,839         36,277

Partners' equity                                    6,049,644      6,169,808


                                                   $6,082,483      6,206,085


</TABLE>
See accompanying notes to financial statements.









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

                    Three Months Ended March 31, 1997 and 1996
                                  (Unaudited)

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

Revenues:
    Sales of oil and gas                           $251,266      $384,371
    Transportation revenue                              129           159
    Interest income                                     994           787
                                                    252,389       385,317

Expenses:
    Lifting cost                                     38,380        57,874
    Direct administrative cost                           12          -   
    Depreciation, depletion and amortization        121,406       133,785
                                                    159,798       191,659

      Net income                                   $ 92,591      $193,658

      Net income per limited and
        additional general partner unit            $    202      $    410

</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, 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                             76,231           16,360         92,591 
Distribution to partners             (172,350)         (40,405)      (212,755)

      Balance, March 31, 1997      $4,839,695       $1,209,949     $6,049,644 

</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, 1997 and 1996
                                  (Unaudited)

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

Cash flows from operating activities:
      Net income                                        $  92,591     193,659 
      Adjustments to reconcile net income 
        to net cash provided from 
        operating activities:
          Depreciation, depletion, and amortization       121,406     133,785 
          Changes in operating assets and liabilities:
          Decrease (increase) in accounts receivable
             - oil and gas revenues                         3,179    (158,204)
          Decrease in accrued expenses                     (3,438)       (250)
             Net cash provided from 
               operating activities                       213,738     168,990 

Cash flows from financing activities:
      Distributions to partners                          (212,755)   (169,240)
             Net cash used 
             by financing activities                     (212,755)   (169,240)

Net increase (decrease) in cash                               983        (250)
Cash at beginning of period                                   920       7,752 
Cash at end of period                                   $   1,903       7,502 

</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
    three months ended March 31, 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 March 31, 1997 of $161,714.

         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 34.6% during the first quarter of 1997
    compared to 1996 due to lower sales volumes of natural gas along with lower
    average sales prices.  While the Parntership experienced a modest net income
    of $92,591, depreciation, depletion and amortization is a non-cash expense
    and therefore the partnership distributed $212,755 to the partners during
    the first quarter 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
             March 31, 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:  May 14, 1997                             /s/ Steven R. Williams        
                                                    Steven R. Williams
                                                       President


Date:  May 14, 1997                             /s/ Dale G. Rettinger          
                                                    Dale G. Rettinger
                                                 Executive Vice President
                                                     and Treasurer

    







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