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, 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 - September 30, 1998 (unaudited)
            and December 31, 1997                                      1

           Statements of Operations - Three and 
            Nine Months Ended September 30, 1998 and 1997
            (unaudited)                                                2

           Statement of Partners' Equity -
            Nine Months Ended September 30, 1998
            (unaudited)                                                3

           Statements of Cash Flows -
            Nine Months Ended September 30, 1998 and 1997
            (unaudited)                                                4

           Notes to Financial Statements (unaudited)                   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, 1998 and December 31, 1997
<TABLE>
<C>                                                      <C>           <C>

      Assets                                            1998          1997  
                                                     (unaudited)

Current assets:
    Cash                                            $    2,055    $    1,847
    Accounts receivable - oil and gas revenues         119,045       166,893
      Total current assets                             121,100       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                              1,844,794     1,594,356
                                                     5,330,142     5,580,580

                                                    $5,451,242    $5,749,320

    Current Liabilities and Partners' Equity

Current liabilities:
    Accrued expenses                                $   17,053    $   39,152
      Total current liabilities                         17,053        39,152

Partners' equity                                     5,434,189     5,710,168
                                                    $5,451,242    $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 Nine Months Ended September 30, 1998 and 1997
                                  (Unaudited)
<TABLE>
<C>                                          <C>          <C>           <C>          <C>
                                             Three Months Ended       Nine Months Ended   
                                                September 30,            September 30,    
                                            1998         1997          1998         1997  

Revenues:
  Sales of oil and gas                    $159,357   $185,389       $506,555     $628,019 
  Transportation revenue                       725        476          1,579          927 
  Interest income                            1,585        406          2,354        2,139 
                                           161,667    186,271        510,488      631,085 

Expenses:
  Lifting cost                              48,634     50,989        136,302      138,200 
  Direct administrative cost                    67         47            155        1,863 
  Depreciation, depletion and 
   amortization                             77,243    113,366        250,438      351,066 
                                           125,944    164,402        386,895      491,129 

     Net income                           $ 35,723   $ 21,869       $123,593    $ 139,956 


     Net income per limited and
       additional general partner unit    $     78    $    50       $    273    $     309 

</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, 1998
                                        (Unaudited)

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


                                    Limited and                                   
                                    additional       Managing                     
                                    general partners general partner       Total  

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

Net income                                103,031           20,562        123,593 
Distribution to partners                 (324,098)         (75,474)      (399,572)

Balance, September 30, 1998            $4,346,739       $1,087,450     $5,434,189 

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

Cash flows from operating activities:
          Net income                                      $123,593     $139,956 
          Adjustments to reconcile net income to net cash
           provided by operating activities:
              Depreciation, depletion, and amortization    250,438      351,066 
              Changes in operating assets and liabilities:
              Decrease in accounts receivable
                 - oil and gas revenues                     47,848       58,595 
              Decrease in accrued expenses                 (22,099)     (17,554)
                 Net cash provided from
                   operating activities                    399,780      532,063 



Cash flows from financing activities:
          Distributions to partners                       (399,572)    (531,788)
                 Net cash used by
                  financing activities                    (399,572)    (531,788)


Net increase in cash                                           208          275 
Cash at beginning of period                                  1,847          920 
Cash at end of period                                    $   2,055    $   1,195 

</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 nine months ended September 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, Petroleum Development Corporation
        (PDC), 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, 1998 
        of $104,047.

             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, 1998 Compared with 1997

             Natural gas sales decreased approximately 14.0% during the third
        quarter of 1998 compared with the same period in 1997 due to lower 
        sales volumes of natural gas offset in part by higher average sales
        prices.  While the Partnership experienced a modest net income, 
        depreciation, depletion and amortization is a non-cash expense and
        therefore the Partnership distributed $106,195 to the partners during
        the third quarter of 1998.

        Nine Months Ended September 30, 1998 Compared with 1997

             Natural gas sales decreased approximately 19.34% during the first
        nine months of 1998 compared with the same period in 1997 primarily 
        due to lower sales volumes of natural gas offset in part by higher 
        average sales prices.  While the Partnership experienced a modest net
        income, depreciation, depletion and amortization is a non-cash 
        expense and therefore the Partnership distributed $399,572 to the 
        partners during the first nine months of 1998.


        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 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. 
        




                                            -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
        March 31, 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 Complaint.

        Risks of Year 2000 Issues

             PDC presently believes that upon remediation of its business 
        software and hardware applications, the Year 2000 Issue will not 
        present a materially adverse risk to PDC's or the Partnership's 
        future consolidated results of operations, liquidity, and capital 
        resources.  However, if such remediation is not completed in a timely
        manner or 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-complaint at December 31, 1998, if any, by early 1999.

        New Accounting Standards

             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.  At the present time, the 
        Partnership cannot determine the impact that SFAS No. 133 will have 
        on its financial statements upon adoption, as such impact will be 
        based on the extent of derivative instruments, such as natural gas
        futures contracts, outstanding at the date of adoption.






















                                            -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
                 September 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:  November 6, 1998                             /s/ Steven R. Williams    
                                                        Steven R. Williams
                                                           President


Date:  November 6, 1998                             /s/ Dale G. Rettinger    
                                                        Dale G. Rettinger
                                                     Executive Vice President
                                                         and Treasurer

        




















                                            -8-