CONFORMED COPY

QUARTERLY REPORTUNDER SECTION 13 OR 15(d)

OF THE SECURITIESEXCHANGE ACT OF 1934

UNITED STATES

SECURITIES ANDEXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

[X] Quarterly ReportPursuant to Section 13 or 15(d) of

the SecuritiesExchange Act of 1934

For the period ended March 31, 2005

or

[ ] TransitionReport Pursuant to Section 13 of 15(d) of

the SecuritiesExchange Act of 1934

For the transitionperiod from         to

Commission filenumber 000-51221

I.R.S. Employer IdentificationNumber 20-0547582

PDC 2004-D LIMITEDPARTNERSHIP

(A West VirginiaLimited Partnership)

103 East Main  Street

Bridgeport, WV 26330

Telephone: (304)842-6256

Indicate by check mark whether the registrant (1) hasfiled all reports required to be filed by Section 13 or 15(d) of the SecuritiesExchange Act of 1934 during the preceding 12 months (or for such shorter periodthat the registrant was required to file such reports), and (2) has beensubject to such filing requirements for the past 90 days.  Yes     XX       No        

Indicate by check mark whether the registrant is anaccelerated filer (as definition in Rule 12b-2 of the Exchange Act.) Yes            No    XX    

PDC 2004-D LIMITEDPARTNERSHIP

(A West VirginiaLimited Partnership)

INDEX

| PART I - FINANCIAL INFORMATION  | Page No.                                                                                                       |
|---------------------------------|----------------------------------------------------------------------------------------------------------------|
|                                 |                                                                                                                |  |  |
| Item 1.1.                       | Financial  Statements                                                                                          |  |
|                                 | Balance Sheets - March 31, 2005 (unaudited) and December 31, 2004                                              |  1 |
|                                 |                                                                                                                |  |  |
|                                 | Statement of Operations -  Three Months Ended March 31, 2005 

 (unaudited)                          |  2 |
|                                 |                                                                                                                |  |  |
|                                 | Statement of Partners' Equity and Comprehensive Income  (Loss) - Three Months Ended March 31, 2005 (unaudited) |  3 |
|                                 |                                                                                                                |  |  |
|                                 | Statement of Cash Flows- Three Months Ended March 31, 2005 (unaudited)                                         |  4 |
|                                 |                                                                                                                |  |  |
|                                 |                                                                                                                | Notes to Financial Statements |  5 |
|                                 |                                                                                                                |  |  |
| Item 2.                         | Management's Discussion and Analysis of Financial 

Condition and Results of Operations                        |  6 |
|                                 |                                                                                                                |  |  |
| Item 3.                         | Quantitative and Qualitative Disclosure About Market  Rate Risk                                                |  9 |
|                                 |                                                                                                                |  |
| Item 4.                         | Controls and Procedures                                                                                        | 10 |
|                                 |                                                                                                                |  |  |
| PART II  OTHER INFORMATION |                                                                                                                |
|                                 |                                                                                                                |  |  |
| Item 1.                         | Legal Proceedings                                                                                              | 11 |
|                                 |                                                                                                                |  |  |
| Item 6.                         | Exhibits                                                                                                       | 11 |
|                                 |                                                                                                                |  |  |
|                                 |                                                                                                                |  |  |
|                                 |                                                                                                                |  |  |  |

PDC 2004-D LIMITEDPARTNERSHIP

(A West VirginiaLimited Partnership)

Balance Sheets

March 31, 2005 and December 31, 2004

|                                                                                        |                                                                                                          |                                                                                                                                                                      |
|----------------------------------------------------------------------------------------|----------------------------------------------------------------------------------------------------------|----------------------------------------------------------------------------------------------------------------------------------------------------------------------|
|       Assets                                             |                                                                                                          |                                                                                                                                                                      |
|                                                                                        | 2005                                                                                                     | 2004                                                                                                                                                                 |
|                                                                                        | (Unaudited)                                                                                              |                                                                                                                                                                      |
|                                                                                        |                                                                                                          |                                                                                                                                                                      |
| Current assets:                                                                        |                                                                                                          |                                                                                                                                                                      |
|  Cash                                                                             | $           47,249                                               | 44,655                                                                                                                                                               |
|  Accounts receivable - oil and gas revenues                                       |    453,143                                                                                |                         -     |
|           Total  current assets      | 500,392                                                                                                  | 44,655                                                                                                                                                               |
|                                                                                        |                                                                                                          |                                                                                                                                                                      |
| Oil and gas properties, successful efforts method                                      | 38,714,055                                                                                               | 12,938,993                                                                                                                                                           |
|      Less accumulated  depreciation, depletion                |                                                                                                          |                                                                                                                                                                      |
|         and amortization                            |  182,767                                                                                            |     -                                                                                                                             |
|       Unevaluated Properties                                  |               -     | 25,762,301                                                                                                                                                           |
|                                                                                        |  38,531,288                                                                                         | 38,701,294                                                                                                                                                           |
|                                                                                        |                                                                                                          |                                                                                                                                                                      |
|                                                                                        | $ 39,031,680                                                                                             |  38,745,949                                                                                                                                                     |
|                                                                                        |                                                                                                          |                                                                                                                                                                      |
|      Liabilities and  Partners' Equity                        |                                                                                                          |                                                                                                                                                                      |
|                                                                                        |                                                                                                          |                                                                                                                                                                      |
| Current liabilities:                                                                   |                                                                                                          |                                                                                                                                                                      |
| Due to Managing General Partner                                                        |     $              100   | 100                                                                                                                                                                  |
|  Accrued expenses                                                                 |                 47,248        | 19,360                                                                                                                                                               |
|           Total  current liabilities | 47,348                                                                                              | 19,460                                                                                                                                                               |
|                                                                                        |                                                                                                          |                                                                                                                                                                      |
| Asset retirement obligations                                                           | 21,105                                                                                                   | 8,032                                                                                                                                                                |
|                                                                                        |                                                                                                          |                                                                                                                                                                      |
| Partners' Equity                                                                       | 38,963,227                                                                                               | 38,718,457                                                                                                                                                           |
|                                                                                        |                                                                                                          |                                                                                                                                                                      |
|                                                                                        |                                                                                                          |                                                                                                                                                                      |
|                                                                                        | $39,031,680                                                                                              | 38,745,949                                                                                                                                                           |

See accompanying notes to financial statements.

1

PDC 2004-D LIMITEDPARTNERSHIP

(A West VirginiaLimited Partnership)

Statement ofOperations

Three Months ended March 31, 2005 

(Unaudited)

                                                                                                                                                           

|                                                             |      2005                                                       |
|-------------------------------------------------------------|-------------------------------------------------------------------------------------|
| Revenues:                                                   |                                                                                     |
| Sales of oil and gas                                        |  $      525,756                                       |
| Interest income                                             |       2,856                                                |
|                                                             | 528,612                                                                             |
| Expenses:                                                   |                                                                                     |
| Lifting cost                                                | 72,721                                                                              |
| Direct administration cost                                  |     574                                                              |
| Depreciation, depletion, and amortization                   |   182,767                                                                      |
|                                                             |  256,062                                                                       |
| Net income                                                  | 272,550                                                                             |
| Net income per limited and additional general partner  unit | $              125 |
|                                                             |                                                                                     |

                See accompanying notes to financialstatements.

2

PDC 2004-D LIMITEDPARTNERSHIP

(A West VirginiaLimited Partnership)

Statement ofPartners' Equity and Comprehensive Income (Loss)

Three months ended March 31, 2005

(Unaudited)

|                                                                                                           | Limited  Partners                                                                                        |  Managing

General Partner                                                                          | Accumulated

Other

Comprehensive

Income (Loss)                                        |                                         Total |
|-----------------------------------------------------------------------------------------------------------|----------------------------------------------------------------------------------------------------------|----------------------------------------------------------------------------------------------------------|-----------------------------------------------------------------------------------------|---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
|                                                                                                           |                                                                                                          |                                                                                                          |                                                                                         |                                                                                                                                                                                                                                             |
| Balance December 31, 2004                                                                                 | $30,974,766                                                                                         | 7,743,691                                                                                                | -                                                                   | 38,718,457                                                                                                                                                                                                                             |
|                                                                                                           |                                                                                                          |                                                                                                          |                                                                                         |                                                                                                                                                                                                                                             |
|                                                                                                           |                                                                                                          |                                                                                                          |                                                                                         |                                                                                                                                                                                                                                             |
| Comprehensive income:                                                                                     |                                                                                                          |                                                                                                          |                                                                                         |                                                                                                                                                                                                                                             |
| Net income                                                                                                |  218,040                                                                                            | 54,510                                                                                                   | -                                                                   | 272,550                                                                                                                                                                                                                                |
| Change in fair value of 

  outstanding hedging positions                                       |                                                                                                     |                                                                                                     | (33,295)                                                                                |                                                                                                                                                                                                                                        |
| Less reclassification adjustments   for  settled contracts included in 

  net income |                                                                                                     |                                                                                                     |  

       5,515                                      |                                                                                                                                                                                                                                        |
| Other comprehensive income (loss)                                                                         |                                                                                                          |                                                                                                          | (27,780)                                                                                | (27,780)                                                                                                                                                                                                                                    |
| Comprehensive income                                                                                      |                     |                     |                   |     244,770                                                                                                                                                                                                        |
|                                                                                                           |                                                                                                          |                                                                                                          |                                                                                         |                                                                                                                                                                                                                                             |
| Balance March 31, 2005                                                                                    | $ 31,192,806                                                                                   |  7,798,201                                                                                     |    (27,780)                                                              | 38,963,227                                                                                                                                                                                                                             |
|                                                                                                           |                                                                                                          |                                                                                                          |                                                                                         |                                                                                                                                                                                                                                             |

See accompanyingnotes to financial statements.

3

PDC 2004-D LIMITEDPARTNERSHIP

(A West VirginiaLimited Partnership)

Statement of CashFlows

Three Months ended March 31, 2005 

(Unaudited)

|                                                                                                    |         2005                                                            |
|----------------------------------------------------------------------------------------------------|------------------------------------------------------------------------------------------------------------|
| Cash flows from operating activities:                                                              |                                                                                                            |
| Net income                                                                                         | $272,550                                                                                              |
| Adjustments to reconcile net income to net cash                                                    |                                                                                                            |
|   provided from operating activities:                                                    |                                                                                                            |
|   Depreciation, depletion and amortization                                               |                182,767          |
|   Accretion of asset retirement obligations                                              |                  312  |
|   Changes in operating assets and  liabilities:                                          |                                                                                                            |
|   Increase in accounts receivable - oil and  gas revenues                                | (453,035)                                                                                                  |
|          Net  cash provided from operating activities |      2,594                                                                        |
|                                                                                                    |                                                                                                            |
| Net increase in cash                                                                               | 2,594                                                                                                      |
| Cash at beginning of period                                                                        | 44,655                                                                                                     |
| Cash at end of period                                                                              | $      47,249                                                                          |
|                                                                                                    |                                                                                                            |

See accompanyingnotes to financial statements.

4

PDC 2004-D LIMITEDPARTNERSHIP

(A West VirginiaLimited Partnership)

Notes to FinancialStatements

(Unaudited)

1.     AccountingPolicies

        Referenceis hereby made to PDC 2004-D Limited Partnership's (the Partnership's) AnnualReport on Form 10-K for 2004, which contains a summary of significantaccounting policies followed by the Partnership in the preparation of itsfinancial statements.  These policies were also followed in preparing thequarterly report included herein. 

2.     Basisof Presentation

        TheManagement of the Partnership believes that all adjustments (consisting of onlynormal recurring accruals) necessary to a fair statement of the results of suchperiods have been made.  The results of operations for the three months ended March 31, 2005 are not necessarily indicative of the results to be expected for the fullyear. 

3.     Oiland Gas Properties

The Partnershipfollows the successful efforts method of accounting for the cost of exploringfor and           developing oil and gas reserves.  Under this method, costs ofdevelopment wells, including equipment and intangible drilling costs related toboth producing wells and developmental dry holes, and successful exploratorywells are capitalized and amortized on an annual basis to operations by theunits-of-production method using estimated proved developed reserves determinedat year end by an independent petroleum engineer, Wright & Company, Inc. If a determination is made that an exploratory well has not discoveredeconomically producible reserves, then its costs are expensed as dry hole cost.

The Partnershipassesses impairment of capitalized costs of proved oil and gas properties bycomparing net capitalized costs to undiscounted future net cash flows on afield-by-field basis using expected prices.  Prices utilized in each year'scalculation for measurement purposes and expected costs are held constantthroughout the estimated life of the properties.  If net capitalized costexceeds undiscounted future net cash flow, the measurement of impairment is basedon estimated fair value which would consider future discounted cash flows.

4.     Revenue Recognition

Sales of natural gas are recognized whennatural gas has been delivered to a custody transfer point, persuasive evidenceof a sales arrangement exists, the rights and responsibility of ownership passto the purchaser upon delivery, collection of revenue from the sale isreasonably assured and the sales price is fixed or determinable.  Natural gasis sold by the Managing General Partner under contracts with terms ranging fromone month to three years.  Virtually all of the Managing General Partner'scontracts pricing provisions are tied to a market index, with certainadjustments based on, among other factors, whether a well delivers to agathering or transmission line, quality of natural gas and prevailing supplyand demand conditions, so that the price of the natural gas fluctuates toremain competitive with other available natural gas supplies. As a result, thePartnership's revenues from the sale of natural gas will suffer if marketprices decline and benefit if they increase. The Partnership believes that thepricing provisions of its natural gas contracts are customary in the industry.

The Managing General Partner currentlyuses the "Net-Back" method of accounting for transportation arrangements ofnatural gas sales.  The Managing General Partner sells gas at the wellhead andcollects a price and recognizes revenues based on the wellhead sales pricesince transportation costs downstream of the wellhead are incurred by theManaging General Partner's customers and reflected in the wellhead price.

Sales of oil are recognized whenpersuasive evidence of a sales arrangement exists, the oil is verified asproduced and is delivered in a stock tank, collection of revenue from the saleis reasonably assured and the sales price is determinable.  The Partnership iscurrently able to sell all the oil that it can produce under existing sales contractswith petroleum refiners and marketers.  The Partnership does not refine any ofits oil production.  The Partnership's crude oil production is sold topurchasers at or near the Partnership's wells under short-term purchasecontracts at prices and in accordance with arrangements that are customary inthe oil industry. 

5

PDC 2004-D LIMITED PARTNERSHIP

(A West VirginiaLimited Partnership)

Notes to FinancialStatements

(Unaudited)

5. Derivative Financial Instruments

The Managing GeneralPartner utilizes commodity based derivative instruments as hedges to manage aportion of the Partnership's exposure to price volatility stemming from naturalgas and oil production. These instruments consist of  CIG (Colorado InterstateGas Index) based contracts for Colorado production, and NYMEX traded oilfutures and option contracts for Colorado oil production.  The costless collarsand option contracts hedge committed and anticipated oil and natural gas salesgenerally forecasted to occur within a 24 month period. The Partnership doesnot hold or issue derivatives for trading or speculative purposes. 

All derivatives arerecognized on the Partnership balance sheet at their fair value. On the datethe derivative contract is entered into, the Managing General Partnerdesignates the derivative as either a hedge of a forecasted transaction or thevariability of cash flows to be received or paid related to a recognized assetor liability ("cash flow" hedge), or a non-hedging derivative. The ManagingGeneral Partner formally documents all relationships between hedginginstruments and hedged items, as well as its risk-management objective andstrategy for undertaking various hedge transactions. This process includeslinking all derivatives that are designated as cash-flow hedges to specificfirm commitments. The Managing General Partner also formally assesses, both atthe hedge's inception and on an ongoing basis, whether the derivatives that areused in hedging transactions are highly effective in offsetting changes in cashflows of hedged items.  When it is determined that a derivative is not highlyeffective as a hedge or that it has ceased to be a highly effective hedge, thePartnership discontinues hedge accounting prospectively. No hedging activitieswere discontinued during 2005 or 2004.

Changes in fairvalue of a derivative that is highly effective and that is designated andqualifies as a cash-flow hedge are recorded in accumulated other comprehensiveincome, until earnings are affected by the variability in cash flows of thedesignated hedged item. Changes in the fair value of non-hedging derivativesare reported in current-period earnings. The Partnership discontinues hedgeaccounting prospectively when it is determined that the derivative is no longereffective in offsetting changes in the cash flows of the hedged item, thederivative expires or is sold, terminated, or exercised.  Additionally, if thederivative is designated as a hedging instrument, because it is probable that aforecasted transaction will not occur, or the Partnership determines thatdesignation of the derivative as a hedging instrument is no longer appropriate,hedge accounting will be discontinued.

   By using derivative financial instruments to hedge exposures to changes incommodity prices, the Managing              General Partner exposes thePartnership to credit risk. Credit risk is the failure of the counterparty toperform            under the terms of the derivative contract. When the fairvalue of a derivative contract is positive, the                         counterpartyowes the Partnership, which creates credit risk. The Managing General Partnerminimizes the                 credit risk in derivative instruments by enteringinto transactions with high-quality counterparties.

Item2.          Management's Discussion and Analysis of Financial Condition andResults of Operations

Liquidityand Capital Resources

The Partnership was funded on September 9, 2004 with initial Limited and Additional General Partner contributions of $34,999,027 (1,749.951units) and the Managing General Partner's cash contribution of $7,738,652 inaccordance with the Limited Partnership Agreement.  After payment ofsyndication costs of $3,519,432 and a one-time management fee to the ManagingGeneral Partner of $524,986 the Partnership had available cash of $38,693,261for Partnership activities.

The Partnershipbegan exploration and development activities subsequent to the funding of thePartnership and completed well drilling activities by March 31, 2005.  Forty-four wells have been drilled, all of which have been completed as producingwells. No additional wells will be drilled.

ThePartnership had net working capital at March 31, 2005 of $453,044.

6

PDC 2004-D LIMITEDPARTNERSHIP

(A West VirginiaLimited Partnership)

(Unaudited)

Notes to FinancialStatements

Operations areexpected to be conducted with available funds and revenues generated from oiland gas activities.  No bank borrowings are anticipated.  

 

Results of Operations

# Three months ended March 31, 2005 

Oiland gas sales for the three months ended March 31, 2005 were $525,756.  The Partnership sold 19,310 Mcf of gas and 8,965 barrels of oil at an averagesales price of $5.94 and $45.85, respectively.  Lifting cost per Mcfe for thethree months ended March 31, 2005 amounted to $.99.  Depreciation, depletionand amortization was $182,767 for the three months ended March 31, 2005.  There were no cash distributions to the partners for the three months ended March 31, 2005. 

ThePartnership's revenues from oil and natural gas sales will be affected bychanges in prices.  As a result of changes in federal regulations, gas pricesare highly dependent on the balance between supply and demand.  ThePartnership's gas sales prices are subject to increase and decrease based onvarious market sensitive indices.

CriticalAccounting Policies and Estimates  

 Certainaccounting policies are very important to the portrayal of the Partnership'sfinancial condition and results of operations and require management's mostsubjective or complex judgments.  In applying those policies, our managementuses its judgment to determine the appropriate assumptions to be used in thedetermination of certain estimates. Those estimates are based on our historicalexperience, our observance of trends in the industry, and information availablefrom other outside sources, as appropriate. The Partnership's critical accountingpolicies and estimates are as follows:

 

Revenue Recognition.  Salesof natural gas are recognized when natural gas has been delivered to a custodytransfer point, persuasive evidence of a sales arrangement exists, the rightsand responsibility of ownership pass to the purchaser upon delivery, collectionof revenue from the sale is reasonably assured and the sales price is fixed ordeterminable.  Natural gas is sold by the Managing General Partner undercontracts with terms ranging from one month to three years.  Virtually all ofthe Managing General Partner's contracts pricing provisions are tied to amarket index, with certain adjustments based on, among other factors, whether awell delivers to a gathering or transmission line, quality of natural gas and prevailingsupply and demand conditions, so that the price of the natural gas fluctuatesto remain competitive with other available natural gas supplies.  As a result,the Partnership's revenues from the sale of natural gas will suffer if marketprices decline and benefit if they increase. The Partnership believes that thepricing provisions of its natural gas contracts are customary in the industry.

TheManaging General Partner currently uses the "Net-Back" method of accounting fortransportation arrangements of natural gas sales.  The Managing General Partnersells gas at the wellhead and collects a price and recognizes revenues based onthe wellhead sales price since transportation costs downstream of the wellheadare incurred by the Managing General Partner's customers and reflected in thewellhead price.

Salesof oil are recognized when persuasive evidence of a sales arrangement exists,the oil is verified as produced and is delivered in a stock tank, collection ofrevenue from the sale is reasonably assured and the sales price isdeterminable.  The Partnership is currently able to sell all the oil that itcan produce under existing sales contracts with petroleum refiners andmarketers.  The Partnership does not refine any of its oil production.  The Partnership'scrude oil production is sold to purchasers at or near the Partnership's wellsunder short-term purchase contracts at prices and in accordance witharrangements that are customary in the oil industry. 

7

PDC 2004-D LIMITEDPARTNERSHIP

(A West VirginiaLimited Partnership)

(Unaudited)

Notes to FinancialStatements

Impairment of Long-Lived Assets. The Partnershipassesses impairment of capitalized costs of proved oil and gas properties bycomparing net capitalized costs to undiscounted future cash flows on afield-by-field basis using expected prices. Prices utilized in each year'scalculation for measurement purposes and expected costs are held constantthroughout the life of the properties. If net capitalized costs exceedundiscounted future net cash flow, the measurement of impairment is based onestimated fair value which would consider future discounted cash flows.

Oil and Gas Properties 

Exploration anddevelopment costs are accounted for by the successful efforts method.

The Partnership assesses impairment of capitalized costsof proved oil and gas properties by comparing net capitalized costs to estimatedundiscounted future cash flows on a field-by-field basis using expected prices.Prices utilized in each year's calculation for measurement purposes andexpected costs are held constant throughout the estimated life of theproperties. If net capitalized costs exceed undiscounted future net cash flow,the measurement of impairment is based on estimated fair value which wouldconsider future discounted cash flows.

Property acquisition costs are capitalized whenincurred.  Geological and geophysical costs and delay rentals are expensed asincurred.  The costs of drilling exploratory wells are capitalized pendingdetermination of whether the wells have discovered economically produciblereserves.  If reserves are not discovered, such costs are expensed as dryholes.  Development costs, including equipment and intangible drilling costsrelated to both producing wells and developmental dry holes are capitalized.

Unproved properties and leases are written-off to expensewhen it is determined that they will expire to be abandoned.

Costs of proved properties, including leaseholdacquisitions, exploration and development costs and equipment, are depreciatedand depleted by the unit-of-production method based on estimated proveddeveloped oil and gas reserves.

Upon sale or retirement of complete fields of depreciableor depletable property, the book value thereof, less proceeds or salvage value,is credited or charged to income.  Upon sale of a partial unit of property, theproceeds are credited to accumulated depreciation and depletion.

RecentlyIssued Accounting Pronouncements

 

AssetRetirement Obligations

On March 30, 2005, the FASB issued FASB Interpretation No. 47, "Accounting forConditional Asset Retirement Obligations" (FIN No. 47).  This interpretationclarifies that the term "conditional asset retirement obligation" as used inStatement No. 143 refers to a legal obligation to perform an asset retirementactivity in which the timing and/or method of settlement are conditional on afuture event that may or may not be within the control of the entity incurringthe obligation.  The obligation to perform the asset retirement activity is unconditionaleven though uncertainty exists about the timing and/or method of settlement. Thus, the timing and/or method of settlement may be conditional on a futureevent.  Accordingly, an entity is required to recognize a liability for thefair value of a conditional asset retirement obligation if the fair value ofthe liability can be reasonably estimated.  Uncertainty about the timing and/ormethod of settlement of a conditional asset retirement obligation should befactored into the measurement of the liability, rather than the timing ofrecognition of the liability, when sufficient information exists.  FIN No. 47will be effective for the Partnership at the end of the fiscal year ended December 31, 2005. The Partnership has not determined the impact on the Partnership'sfinancial position or results of operations of the application of FIN No. 47.

8

PDC 2004-D LIMITEDPARTNERSHIP

(A West VirginiaLimited Partnership)

Notes to FinancialStatements

(Unaudited)

 

DisclosureRegarding Forward Looking Statements

This Form 10-Q contains "forward-lookingstatements" within the meaning of Section 27A of the Securities Act of 1933, asamended (the "Securities Act"), and Section 21E of the Securities Exchange Actof 1934, as amended (the "Exchange Act"). All statements other than statementsof historical facts included in and incorporated by reference into this Form10-Q are forward-looking statements. These forward-looking statements aresubject to certain risks, trends and uncertainties that could cause actualresults to differ materially from those projected. Among those risks, trendsand uncertainties are the Managing General Partner's estimate of thesufficiency of its existing capital sources, its ability to raise additionalcapital to fund cash requirements for future operations, the uncertaintiesinvolved in estimating quantities of proved oil and natural gas reserves, inprospect development and property acquisitions and in projecting future ratesof production, the timing of development expenditures and drilling of wells,and the operating hazards attendant to the oil and gas business. In particular,careful consideration should be given to cautionary statements made in thevarious reports the Partnership has filed with the Securities and Exchange Commission.The Partnership undertakes no duty to update or revise these forward-lookingstatements. 

Whenused in the Form 10-Q, the words, "expect," "anticipate," "intend," "plan,""believe," "seek," "estimate" and similar expressions are intended to identifyforward-looking statements, although not all forward-looking statements containthese identifying words. Because these forward-looking statements involve risksand uncertainties, actual results could differ materially from those expressedor implied by these forward-looking statements for a number of importantreasons, including those discussed under "Management's Discussions and Analysisof Financial Condition and Results of Operations" and elsewhere in this Form10-Q.

Item 3.          Quantitative and QualitativeDisclosure About Market Rate Risk

Market-Sensitive Instruments and Risk Management

ThePartnership's primary market risk exposure is commodity price risk.  Thisexposure is discussed in detail below:

Commodity Price Risk

The Managing General Partner utilizes commodity-basedderivative instruments as hedges to manage a portion of its exposure to pricerisk from its natural gas and oil sales.  These instruments consist of naturalgas and oil futures contracts and option contracts for CIG-based contractstraded by JP Morgan for Colorado production. These hedging arrangements havethe effect of locking in for specified periods (at predetermined prices orranges of prices) the prices the Managing General Partner will receive for thevolume to which the hedge relates.  As a result, while these hedgingarrangements are structured to reduce the Partnership's exposure to changes inprice associated with the hedged commodity, they also limit the benefit thePartnership might otherwise have received from price changes associated withthe hedged commodity. The Partnership's policy prohibits the use of natural gasand oil future and option contracts for speculative purposes.

The following tables summarize the open futures andoptions contracts for the Partnership as of March 31, 2005.

| Commodity                             | Type     | Quantity

Gas-Mmbtu

Oil-Barrels | Weighted

Average   Price | Total

Contract

Amount | Fair

Market

Value |
|---------------------------------------|----------|----------------------------------|---------------------------|-------------------------|---------------------|
| Total Contracts as  of March 31, 2005 |          |                                  |                           |
| Oil                                   | Floors   | 3,361                            | 32.30                     | 108,564                 | 108       |
| Oil                                   | Ceilings | 1,681                            | 40.00                     | 67,223                  | (27,888)            |
|                                       |          |                                  |                           |                         |                     |  |  |  |  |  |

9

PDC 2004-D LIMITEDPARTNERSHIP

(A West VirginiaLimited Partnership)

Notes to FinancialStatements

(Unaudited)

Contracts maturing in 12 months following March 31, 2005

| Oil | Floors  | 3,361 | 32.30 | 108,564 | 108   |
|-----|---------|-------|-------|---------|-----------------|
| Oil | Celings | 1,681 | 40.00 | 67,223  | (27,888)        |

The maximum term over which the Partnership is hedgingexposure to the variability of cash flows for commodity price risk is 12months.

Disclosure of Limitations

As the information above incorporates only thoseexposures that exist at March 31, 2005, it does not consider those exposures orpositions which could arise after that date. As a result, the Partnership'sultimate realized gain or loss with respect to commodity price fluctuationswill depend on the exposures that arise during the period, the Partnership'shedging strategies at the time and commodity prices at the time.

Item 4.   Controls and Procedures

Under the supervision and with the participation of theManaging General Partner's management, including the Managing General Partner'sChief Executive Officer and Chief Financial Officer, the Managing GeneralPartner has evaluated the effectiveness of the design and operation of itsdisclosure controls and procedures (as defined in Exchange Act Rule 13a-15(e))as of the end of this fiscal quarter, and, based on their evaluation, the ChiefExecutive Officer and Chief Financial Officer have concluded that thesedisclosure controls and procedures are effective in all material respects,including those to ensure that information required to be disclosed in reportsfiled or submitted under the Securities Exchange Act is recorded, processed,summarized, and reported, within the time periods specified in the Commission'srules and forms, and is accumulated and communicated to management, includingthe Managing General Partner's Chief Executive Officer and Chief FinancialOfficer, as appropriate to allow for timely disclosure. There have been nosignificant changes in our internal control over financial reporting or inother factors that have materially affected or are reasonably likely tomaterially affect these controls that occurred during the Partnership's lastfiscal quarter and subsequent to the date of their evaluation.

10

CONFORMED COPY

PART II - OTHERINFORMATION

Item1.     Legal Proceedings

            None.

Item 6.    Exhibits 

| Exhibit Name                                                                                                                                                                                                                                    | Exhibit 

Number |  |
|-------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|------------------|--|
|                                                                                                                                                                                                                                                 |                  |  |
| Rule  13a-14(a)/15d-14(a) Certifications by

 Chief  Executive Officer                                                                                                                                                                     | 31               |  |
| Rule  13a-14(a)/15d-14(a)Certification by

 Chief  Financial Officer                                                                                                                                                                       | 31               |  |
| Title 18 U.S.C.  Section 1350 (Section 906 of Sarbanes-Oxley Act of 2002) Certifications by  Chief Executive Officer and Chief Financial Officer of Petroleum Development  Corporation, the managing general partner of the Limited Partnership | 32               |  |
|                                                                                                                                                                                                                                                 |                  |  |
|                                                                                                                                                                                                                                                 |                  |  |

                                                                                         SIGNATURES

     Pursuant to the requirements of the SecuritiesExchange Act of 1934 the registrant has duly caused this report to be signed onits behalf by the undersigned thereunto duly authorized.

|                          | PDC 2004-D Limited Partnership

       (Registrant)

  By its Managing General Partner

Petroleum Development Corporation                                |
|--------------------------|----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
|                          |                                                                                                                                                                                   |
|                          |                                                                                                                                                                                   |
|                          |                                                                                                                                                                                        |
| Date:  May 13, 2005 |   /s/ Steven R. Williams        

      Steven R. Williams

         Chairman |
|                          |                                                                                                                                                                                        |
|                          |                                                                                                                                                                                        |
| Date: May 13, 2005       |   /s/ Darwin L. Stump    

      Darwin L. Stump

      Chief Financial Officer                                  |

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