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, 1998

                                      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, 1998 and December 31, 1997        1

           Statements of Operations - Three and 
            Six Months Ended June 30, 1998 and 1997                    2

           Statement of Partners' Equity -
            Six Months Ended June 30, 1998                             3

           Statements of Cash Flows -
            Six Months Ended June 30, 1998 and 1997                    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, 1998 and December 31, 1997
<TABLE>
<S>                                                      <S>           <S>

      Assets                                            1998          1997  
                                                     (unaudited)

Current assets:
    Cash                                            $      537         1,847
    Accounts receivable - oil and gas revenues         124,099       166,893
      Total current assets                             124,636       168,740

Oil and gas properties,
    successful efforts method
      Oil and gas properties                         7,174,936     7,174,936
      Less accumulated depreciation, depletion,
       and amortization                              1,767,551     1,594,356
                                                     5,407,385     5,580,580

                                                    $5,532,021     5,749,320

    Current Liabilities and Partners' Equity

Current liabilities:
    Accrued expenses                                $   27,360        39,152
      Total current liabilities                         27,360        39,152

Partners' equity                                     5,504,661     5,710,168
                                                    $5,532,021     5,749,320

</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, 1998 and 1997
                                  (Unaudited)
<TABLE>
<S>                                         <S>           <S>          <S>          <S>     

                                             Three Months Ended        Six Months Ended   
                                                  June 30,                 June 30,       
                                             1998       1997           1998         1997  

Revenues:
  Sales of oil and gas                     $170,863    $191,364      $347,198     $442,630
  Transportation revenue                        518         322           854          451
  Interest income                              -            739           769        1,733
                                            171,381     192,425       348,821      444,814

Expenses:
  Lifting cost                               35,867      48,831        87,668       87,211
  Direct administrative cost                     25       1,805            88        1,816
  Depreciation, depletion and amortization   86,634     116,294       173,195      237,700

                                            122,526     166,930       260,951      326,727

     Net income                            $ 48,855    $ 25,495      $ 87,870     $118,087


     Net income per limited and
       additional general partner unit     $    109    $     57      $    195      $   259

</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, 1998
                                        (Unaudited)


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

                                    Limited and                                   
                                    additional       Managing                     
                                    general partners general partner       Total  

Balance, December 31, 1997             $4,567,806        1,142,362      5,710,168 

Net income                                 73,716           14,154         87,870 
Distribution to partners                 (238,545)         (54,832)      (293,377)

          Balance, June 30, 1998       $4,402,977        1,101,684      5,504,661 

</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, 1998 and 1997
                                        (Unaudited)

<TABLE>
<S>                                                             <S>            <S> 
                                                               1998          1997 

Cash flows from operating activities:
          Net income                                        $  87,870   $ 118,087 
          Adjustments to reconcile net income
           to net cash provided from operating activities:
              Depreciation, depletion, and amortization       173,195     237,700 
              Changes in operating assets and liabilities:
              Decrease in accounts receivable
                 - oil and gas revenues                        42,794      66,650 
              Decrease in accrued expenses                    (11,792)     (8,535)
                 Net cash provided from 
                   operating activities                       292,067     413,902 

Cash flows from financing activities:
          Distributions to partners                          (293,377)   (413,986)
                 Net cash used 
                 by financing activities                     (293,377)   (413,986)

Net decrease in cash                                           (1,310)        (84)
Cash at beginning of period                                     1,847         920 
Cash at end of period                                       $     537   $     836 

</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 1997, 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 six months ended June 30, 1998 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, 1998 of 
        $97,276.

             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, 1998 Compared with 1997

             Natural gas sales decreased approximately 10.7% during the 
        second quarter of 1998 compared with the same period in 1997 due to 
        lower sales volumes.  While the Partnership experienced a modest net
        income, depreciation, depletion and amortization is a non-cash 
        expense and therefore the Partnership distributed $133,406 to the
        partners during the second quarter of 1998.

        Six Months Ended June 30, 1998 Compare with 1997

             Natural gas sales decreased approximately 21.6% during the first 
        six months of 1998 compared with the same period in 1997 primarily
        due to lower sales volumes.  While the Partnership experienced a 
        modest net income, depreciation, depletion and amortization is a
        non-cash expense and therefore the Partnership distributed $293,377
        to the partners during the first six months of 1998.

        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 does not currently 
        expect to charge the Partnership for any portion of PDC's cost to
        become Year 2000 Compliant.

        New Accounting Standard

             Statement of Accounting Standards No. 133, Accounting for 
        Derivative Instruments and Hedging Activities  (SFAS No. 133), was 
        issued by the Financial Accounting Standards Board in June, 1998.  
        Statement 133 standardizes the accounting for derivative instruments,
        including certain derivative instruments embedded in other contracts.
        The Partnership must adopt SFAS No. 133 by January 1, 2000; however, 
        early adoption is permitted.  On adoption, the provisions of SFAS No.
        133 must be applied prospectively.  The Partnership had not 
        determined the impact that SFAS No. 133 will have on its financial 
        statements.


                                            -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, 1998.



                                        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 12, 1998                              /s/ Steven R. Williams    
                                                        Steven R. Williams
                                                           President


Date:  August 12, 1998                              /s/ Dale G. Rettinger      
                                                        Dale G. Rettinger
                                                     Executive Vice President
                                                         and Treasurer

        







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