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, 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 September 30, 1997 and December 31, 1996     1

           Statements of Operations - 
            Three Months and Nine Months Ended
            September 30, 1997 and 1996                                2

           Statement of Partners' Equity -
            Nine Months Ended September 30, 1997                       3

           Statements of Cash Flows -
            Nine Months Ended September 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

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

Current assets:
    Cash                                          $     1,195     $      920
    Accounts receivable - oil and gas revenues        137,234        195,829
      Total current assets                            138,429        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                             1,516,666      1,165,600
                                                    5,658,270      6,009,336

                                                   $5,796,699     $6,206,085

    Current Liabilities and Partners' Equity

Current liabilities:
    Accrued expenses                               $   18,723     $   36,277
      Total current liabilities                        18,723         36,277

Partners' equity                                    5,777,976      6,169,808


                                                   $5,796,699     $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 Nine Months Ended September 30, 1997 and 1996
                                  (Unaudited)
<TABLE>
<S>                                           <S>        <S>            <S>       <S>
                                             Three Months Ended       Nine Months Ended   
                                                September 30,            September 30,    
                                            1997         1996          1997         1996  

Revenues:
  Sales of oil and gas                    $185,389   $ 209,173      $628,019     $875,752 
  Transportation revenue                       476         917           927        2,799 
  Interest income                              406         576         2,139        2,192 
                                           186,271     210,666       631,085      880,743 

Expenses:
  Lifting cost                              50,989      67,564       138,200      191,587 
  Direct administrative cost                    47          15         1,863           30 
  Depreciation, depletion and amortization 113,366     140,433       351,066      443,813 
                                           164,402     208,012       491,129      635,430 

     Net income                           $ 21,869    $  2,654     $ 139,956     $245,313 


     Net income per limited and
       additional general partner unit     $    50     $     6     $     309     $    520 

</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, 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                            116,501           23,455      139,956 
Distribution to partners             (430,343)        (101,445)    (531,788)

      Balance, September 30, 1997  $4,621,972       $1,156,004   $5,777,976 

</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, 1997 and 1996
                                  (Unaudited)
<TABLE><S>                                                 <S>          <S>
                                                          1997        1996  

Cash flows from operating activities:
      Net income                                      $139,956     $245,313 
      Adjustments to reconcile net income to net cash
       provided by operating activities:
          Depreciation, depletion, and amortization    351,066      443,813 
          Changes in operating assets and liabilities:
          Increase (decrease) in accounts receivable
             - oil and gas revenues                     58,595       (7,767)
          Decrease in accrued expenses                 (17,554)     (23,012)
             Net cash provided from
               operating activities                    532,063      658,347 



Cash flows from financing activities:
      Distributions to partners                       (531,788)    (665,443)
             Net cash used by
              financing activities                    (531,788)    (665,443)


Net increase (decrease) in cash                            275       (7,096)
Cash at beginning of period                                920        7,752 
Cash at end of period                                $   1,195    $     656 

</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
    nine months ended September 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 September 30, 1997 of
    $119,706.

         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 September 30, 1997 Compared with 1996

         Natural gas sales decreased approximately 11.4% during the third
    quarter of 1997 compared with the same period in 1996 due to lower sales
    volumes offset in part by higher average sales prices.  While the
    Partnership experienced a modest net income of $21,869, depreciation,
    depletion and amortization is a non-cash expense and therefore the
    Partnership distributed $117,802 to the partners during the third quarter
    of 1997.

    Nine Months Ended September 30, 1997 Compared with 1996

         Natural gas sales decreasd approximately 28.3% during the first nine
    months of 1997 compared with the same period in 1996 due to lower sales
    volumes and lower average sales prices.  While the Partnership experienced
    a net income of $139,956, depreciation, depletion and amortization is a
    non-cash expense and therefore the Partnership distributed $531,788 to the
    partners during the first nine 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
             September 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:  November 4, 1997                         /s/ Steven R. Williams        
                                                    Steven R. Williams
                                                       President


Date:  November 4, 1997                         /s/ Dale G. Rettinger        
                                                    Dale G. Rettinger
                                                 Executive Vice President
                                                     and Treasurer

    







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