UNITED
STATES


SECURITIES
AND EXCHANGE COMMISSION


WASHINGTON,
DC 20549





FORM
10-Q





x  QUARTERLY
REPORT PURSUANT TO SECTION 13 or 15(d) OF THE SECURITIES EXCHANGE ACT OF
1934





For
the quarterly period ended June 30, 2009


or





o TRANSITION REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE
TRANSITION PERIOD ____________ TO ____________





Commission
File Number   000-51221





PDC
2004-D Limited Partnership


(Exact
name of registrant as specified in its charter)





West Virginia
            20-0547582(State
      or other jurisdiction of incorporation or organization)
            (I.R.S.
      Employer Identification No.)





1775 Sherman Street, Suite
3000, Denver, Colorado  80203


(Address
of principal executive offices)     (zip
code)





(303)
860-5800


(Registrant's
telephone number, including area code)





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 and (2) has been subject to such filing requirements for the
past 90 days.


Yes o   No   x





Indicate
by check mark whether the registrant has submitted electronically and posted on
its corporate Web site, if any, every Interactive Data File required to be
submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this
chapter) during the preceding 12 months (or for such shorter period that the
registrant was required to submit and post such files).  Yes £    No
£





Indicate
by check mark whether the registrant is a large accelerated filer, an
accelerated filer, a non-accelerated filer or a smaller reporting company. See
the definition of "large accelerated filer," "accelerated filer" and "smaller
reporting company" in Rule 12b-2 of the Exchange Act:





Large
      accelerated filer     o
            Accelerated
      filer     oNon-accelerated
      filer     o
            Smaller
      reporting company     x





Indicate
by check mark whether the registrant is a shell company (as defined in Rule
12b-2 of the Exchange Act).  Yes o  No x





As of
August 31, 2009 the Partnership had 1,749.95 units of limited partnership
interest and no units of additional general partnership interest
outstanding.












PDC
2004-D LIMITED PARTNERSHIP


(A
West Virginia Limited Partnership)




INDEXTO REPORT ON FORM 10-Q





PagePART
      I – FINANCIAL INFORMATIONItem
      1.
            
            Condensed Financial Statements (unaudited)Condensed Balance Sheets
            
            1Condensed Statements of Operations
            
            2Condensed Statements of Cash Flows
            
            3Notes to Unaudited Condensed Financial
      Statements
            
            4Item
      2.
            
            Management’s Discussion and Analysis of Financial Condition and
      Results of Operations
            
            14Item
      3.
            
            Quantitative and Qualitative Disclosures About Market
      Risk
            
            22Item
      4T.
            
            Controls and Procedures
            
            22PART
      II – OTHER INFORMATIONItem
      1.
            
            Legal Proceedings
            
            24Item
      1A.
            
            Risk Factors
            
            24Item
      2.
            
            Unregistered Sales of Equity Securities and Use of
      Proceeds
            
            24Item
      3.
            
            Defaults Upon Senior Securities
            
            24Item
      4.
            
            Submission of Matters to a Vote of Security
      Holders
            
            24Item
      5.
            
            Other Information
            
            24Item
      6.
            
            Exhibits
            
            25SIGNATURES
            
            26


Index


PARTI – FINANCIAL INFORMATION





Item
1.   Condensed Financial Statements (unaudited)





PDC
2004-D Limited Partnership


Condensed
Balance Sheets


(unaudited)





June
      30,
            
            
            December
      31,2009
            
            
            2008*AssetsCurrent
      assets:Cash
      and cash equivalents
            
            $
            238,016
            
            
            $
            236,493Accounts
      receivable
            
            
            194,263
            
            
            
            259,945Oil
      inventory
            
            
            24,178
            
            
            
            30,623Due
      from Managing General Partner-derivatives
            
            
            1,400,909
            
            
            
            1,787,088Due
      from Managing General Partner-other, net
            
            
            1,320,367
            
            
            
            1,704,282Total
      current assets
            
            
            3,177,733
            
            
            
            4,018,431Oil
      and gas properties, successful efforts method, at cost
            
            
            38,871,683
            
            
            
            38,871,443Less:  Accumulated
      depreciation, depletion and amortization
            
            
            (16,339,635
            )
            
            
            (14,847,114
            )Oil
      and gas properties, net
            
            
            22,532,048
            
            
            
            24,024,329Due
      from Managing General Partner-derivatives
            
            
            98,252
            
            
            
            605,324Other
      assets
            
            
            15,184
            
            
            
            2,169Total
      noncurrent assets
            
            
            22,645,484
            
            
            
            24,631,822Total
      Assets
            
            $
            25,823,217
            
            
            $
            28,650,253Liabilities and Partners'
      EquityCurrent
      liabilities:Accounts
      payable and accrued expenses
            
            $
            26,749
            
            
            $
            54,359Due
      to Managing General Partner-derivatives
            
            
            115,543
            
            
            
            -Total
      current liabilities
            
            
            142,292
            
            
            
            54,359Due
      to Managing General Partner-derivatives
            
            
            1,106,952
            
            
            
            152,190Asset
      retirement obligations
            
            
            322,228
            
            
            
            313,222Total
      liabilities
            
            
            1,571,472
            
            
            
            519,771Commitments
      and contingenciesPartners'
      equity:Managing
      General Partner
            
            
            4,860,134
            
            
            
            5,635,881Limited
      Partners - 1,749.95 units issued and outstanding
            
            
            19,391,611
            
            
            
            22,494,601Total
      Partners' equity
            
            
            24,251,745
            
            
            
            28,130,482Total
      Liabilities and Partners' Equity
            
            $
            25,823,217
            
            
            $
            28,650,253





*Derived
from audited December 31, 2008 balance sheet contained in the Partnership’s Form
10-K for the year ended December 31, 2008.





See
accompanying notes to unaudited condensed financial statements.


- 1 -
 Index


PDC2004-D Limited Partnership


Condensed
Statements of Operations


(unaudited)





Three months ended June 30,
            
            
            Six months ended June 30,2009
            
            
            2008
            
            
            2009
            
            
            2008Revenues:Oil
      and gas sales
            
            $
            515,724
            
            
            $
            2,148,401
            
            
            $
            1,112,667
            
            
            $
            3,945,049Oil
      and gas price risk management loss, net
            
            
            (662,608
            )
            
            
            (1,769,011
            )
            
            
            (703,514
            )
            
            
            (2,521,866
            )Total
      revenues
            
            
            (146,884
            )
            
            
            379,390
            
            
            
            409,153
            
            
            
            1,423,183Operating
      costs and expenses:Production
      and operating costs
            
            
            234,052
            
            
            
            377,431
            
            
            
            514,445
            
            
            
            674,015Direct
      costs - general and administrative
            
            
            135,378
            
            
            
            12,330
            
            
            
            332,162
            
            
            
            24,395Depreciation,
      depletion and amortization
            
            
            722,419
            
            
            
            617,548
            
            
            
            1,492,521
            
            
            
            1,279,019Accretion
      of asset retirement obligations
            
            
            4,503
            
            
            
            4,258
            
            
            
            9,006
            
            
            
            8,516Total
      operating costs and expenses
            
            
            1,096,352
            
            
            
            1,011,567
            
            
            
            2,348,134
            
            
            
            1,985,945Loss
      from operations
            
            
            (1,243,236
            )
            
            
            (632,177
            )
            
            
            (1,938,981
            )
            
            
            (562,762
            )Interest
      income
            
            
            11,557
            
            
            
            16,883
            
            
            
            23,923
            
            
            
            35,669Net
      loss
            
            $
            (1,231,679
            )
            
            $
            (615,294
            )
            
            $
            (1,915,058
            )
            
            $
            (527,093
            )Net
      loss allocated to partners
            
            $
            (1,231,679
            )
            
            $
            (615,294
            )
            
            $
            (1,915,058
            )
            
            $
            (527,093
            )Less:  Managing
      General Partner interest in net loss
            
            
            (246,336
            )
            
            
            (123,059
            )
            
            
            (383,012
            )
            
            
            (105,419
            )Net
      loss allocated to Investor Partners
            
            $
            (985,343
            )
            
            $
            (492,235
            )
            
            $
            (1,532,046
            )
            
            $
            (421,674
            )Net
      loss per Investor Partner unit
            
            $
            (563
            )
            
            $
            (281
            )
            
            $
            (875
            )
            
            $
            (241
            )Investor
      Partner units outstanding
            
            
            1,749.95
            
            
            
            1,749.95
            
            
            
            1,749.95
            
            
            
            1,749.95





See
accompanying notes to unaudited condensed financial statements.


- 2 -
 Index


PDC2004-D Limited Partnership


Condensed
Statements of Cash Flows


(unaudited)





Six months ended June 30,2009
            
            
            2008Cash
      flows from operating activities:Net
      loss
            
            $
            (1,915,058
            )
            
            $
            (527,093
            )Adjustments
      to reconcile net loss to net cash provided by operating
      activities:Depreciation,
      depletion and amortization
            
            
            1,492,521
            
            
            
            1,279,019Accretion
      of asset retirement obligations
            
            
            9,006
            
            
            
            8,516Unrealized
      loss on derivative transactions
            
            
            1,963,556
            
            
            
            2,049,702Changes
      in operating assets and liabilities:Decrease
      (increase) in accounts receivable
            
            
            65,682
            
            
            
            (161,424
            )Increase
      in accounts receivable - other
            
            
            -
            
            
            
            (116,003
            )Decrease
      (increase) in oil inventory
            
            
            6,445
            
            
            
            (30,827
            )Increase
      in other assets
            
            
            (13,015
            )
            
            
            -(Decrease)
      increase in accounts payable and accrued expenses
            
            
            (27,610
            )
            
            
            127,064Decrease
      (increase) in due from Managing General Partner - other,
    net
            
            
            383,915
            
            
            
            (296,621
            )Net
      cash provided by operating activities
            
            
            1,965,442
            
            
            
            2,332,333Cash
      flows from investing activities:Capital
      expenditures for oil and gas properties
            
            
            (240
            )
            
            
            (2,121
            )Proceeds
      from Colorado sales tax refund related to capital
purchases
            
            
            -
            
            
            
            116,003Net
      cash (used in) provided by investing activities
            
            
            (240
            )
            
            
            113,882Cash
      flows from financing activities:Distributions
      to Partners
            
            
            (1,963,679
            )
            
            
            (2,436,262
            )Net
      cash used in financing activities
            
            
            (1,963,679
            )
            
            
            (2,436,262
            )Net
      increase in cash and cash equivalents
            
            
            1,523
            
            
            
            9,953Cash
      and cash equivalents, beginning of period
            
            
            236,493
            
            
            
            103,537Cash
      and cash equivalents, end of period
            
            $
            238,016
            
            
            $
            113,490





See
accompanying notes to unaudited condensed financial statements.


- 3 -
 Index


PDC2004-D LIMITED PARTNERSHIP


NOTES TO
UNAUDITED CONDENSED FINANCIAL STATEMENTS


June 30,
2009


(unaudited)





Note
1−General and Basis of
Presentation





The PDC
2004-D Limited Partnership (the “Partnership” or the “Registrant”) was organized
as a limited partnership on July 28, 2004, in accordance with the laws of the
State of West Virginia for the purpose of engaging in the exploration and
development of oil and natural gas properties.  Upon completion of its
sale of Partnership units on September 9, 2004, the Partnership was funded and
commenced its business operations.  The Partnership owns natural gas
and oil wells located in Colorado, and from the wells, it produces and sells
natural gas and oil.





Purchasers
of partnership units subscribed to and fully paid for 37.37 units of limited
partner interests and 1,712.58 units of additional general partner interests at
$20,000 per unit.  In accordance with the terms of the Limited
Partnership Agreement (the “Agreement), Petroleum Development Corporation, a
Nevada Corporation, is the Managing General Partner of the Partnership
(hereafter, the “Managing General Partner,” “MGP” or “PDC”) and has a 20%
ownership in the Partnership.  Upon completion of the drilling phase
of the Partnership's wells, all additional general partners units were converted
into units of limited partner interests and thereafter became limited partners
of the Partnership.  Throughout the term of the Partnership, revenues,
costs, and cash distributions are allocated 80% to the limited and additional
general partners (collectively, the “Investor Partners”), which are shared pro
rata based upon the portion of units owned in the Partnership, and 20% to the
Managing General Partner.





As of
June 30, 2009, there were 1,106 Investor Partners.  As of June 30,
2009, the Managing General Partner has repurchased 87.1 units of the total
1,749.95 outstanding units of Partnership interests from Investor Partners at an
average price of $9,138 per unit and, as a result, participates in the sharing
of revenues, costs and cash distributions as both an investor partner and as the
Managing General Partner.





The
Managing General Partner, under the terms of the Drilling and Operating
Agreement (the “D&O Agreement”), actively manages and conducts the business
of the Partnership.  PDC has full authority under the D&O
Agreement to conduct the Partnership’s business.





The
accompanying interim unaudited condensed financial statements have been prepared
without audit in accordance with accounting principles generally accepted in the
United States of America for interim financial information and with the
instructions to Form 10-Q and Article 8 of Regulation S-X of the Securities and
Exchange Commission, or SEC. Accordingly, pursuant to certain rules and
regulations, certain notes and other financial information included in audited
financial statements have been condensed or omitted.  In the
Partnership’s opinion, the accompanying interim unaudited condensed financial
statements contain all adjustments (consisting of only normal recurring
adjustments) necessary to present fairly the Partnership's financial position,
results of operations and cash flows for the periods presented.  The
interim results of operations and cash flows for the six months ended June 30,
2009 and 2008 are not necessarily indicative of the results to be expected for
the full year or any other future period.





The
accompanying interim unaudited condensed financial statements should be read in
conjunction with the audited financial statements and notes thereto included in
the Partnership's Form 10-K for the year ended December 31, 2008, as filed with
the SEC on September 23, 2009 (“the 2008 Form 10-K”).


- 4 -
 Index


PDC
2004-D LIMITED PARTNERSHIP


NOTES TO
UNAUDITED CONDENSED FINANCIAL STATEMENTS


June 30,
2009


(unaudited)





Note
2−Recent Accounting
Standards





Recently Adopted Accounting
Standards





In
December 2007, the Financial Accounting Standards Board, or FASB, issued
Statement of Financial Accounting Standards, or FAS, No. 141 (revised 2007),
Business Combinations,
or FAS No. 141(R).  FAS No. 141(R) requires an acquirer to recognize
the assets acquired, the liabilities assumed and any noncontrolling interest in
the acquiree at their acquisition-date fair values.  FAS No. 141(R)
also requires disclosure of the information necessary for investors and other
users to evaluate and understand the nature and financial effect of the business
combination.  Additionally, FAS No. 141(R) requires that
acquisition-related costs be expensed as incurred.  The provisions of
FAS No. 141(R) are effective for acquisitions completed on or after January 1,
2009; however, the income tax provisions of FAS No. 141(R) became effective as
of that date for all acquisitions, regardless of the acquisition
date.  FAS No. 141(R) amends FAS No. 109, Accounting for Income Taxes,
to require the acquirer to recognize changes in the amount of its deferred tax
benefits recognizable due to a business combination either in income from
continuing operations in the period of the combination or directly in
contributed capital, depending on the circumstances.  FAS No. 141(R)
further amends FAS No. 109 and FASB Interpretation No. (“FIN”) 48, Accounting for Uncertainty in Income
Taxes, to require, subsequent to a prescribed measurement period, changes
to acquisition-date income tax uncertainties to be reported in income from
continuing operations and changes to acquisition-date acquiree deferred tax
benefits to be reported in income from continuing operations or directly in
contributed capital, depending on the circumstances.  In April 2009,
the FASB issued FASB Staff Position, or FSP, No. FAS 141(R)-1, Accounting for Assets Acquired and
Liabilities Assumed in a Business Combination That Arise from Contingencies
(“FSP-141(R)-1”), amending the guidance of FAS No. 141(R) to require that
assets acquired and liabilities assumed in a business combination that arise
from contingencies be recognized at fair value if fair value can be reasonably
estimated and if not, the asset and liability would generally be recognized in
accordance with FAS No. 5, Accounting for Contingencies,
and FASB Interpretation No. 14, Reasonable Estimation of the Amount
of a Loss.  Further, FSP 141(R)-1 requires that certain
acquired contingencies be treated as contingent consideration and measured both
initially and subsequently at fair value.  The Partnership adopted the
provisions of FAS No. 141(R) and FSP 141(R)-1 effective January 1, 2009, for
which the provisions will be applied prospectively in the Partnership’s
accounting for future acquisitions, if any.  This adoption had no
impact on the Partnership’s financial statements.





In
December 2007, the FASB issued FAS No. 160, Non-controlling Interests in
Consolidated Financial Statements—An Amendment of ARB No. 51 (“FAS No.
160”).  FAS No. 160 requires the accounting and reporting for
minority interests to be recharacterized as non-controlling interests and
classified as a component of equity.  Additionally, FAS No. 160
establishes reporting requirements that provide sufficient disclosures which
clearly identify and distinguish between the interests of the parent and the
interests of the non-controlling owners.  The Partnership’s adoption
of the provisions of FAS No. 160 effective January 1, 2009 had no material
impact on the Partnership’s financial statements.





In
February 2008, the FASB issued FSP No. 157-2, Effective Date of FASB Statement No.
157, which delayed the effective date of FAS No. 157, Fair Value Measurements, by
one year (to January 1, 2009) for nonfinancial assets and liabilities, except
those that are recognized or disclosed at fair value in the financial statements
on a recurring basis (at least annually).  Effective January 1, 2009,
the Partnership adopted the provisions of FAS No. 157 with respect to
nonfinancial assets and liabilities as delayed by FSP 157-2.  The
adoption of FSP 157-2 did not have a material impact on the Partnership’s
financial statements.  See Note 4, Fair Value
Measurements.





In March
2008, the FASB issued FAS No. 161, Disclosures about Derivative
Instruments and Hedging Activities—An Amendment of FASB Statement No.
133, which changes the disclosure requirements for derivative instruments
and hedging activities.  Enhanced disclosures are required to provide
information about (a) how and why an entity uses derivative instruments, (b) how
derivative instruments and related hedged items are accounted for under
Statement 133 and its related interpretations and (c) how derivative instruments
and related hedged items affect an entity’s financial position, financial
performance and cash flows.  The Partnership adopted the provisions of
FAS No. 161 effective January 1, 2009.  The adoption of FAS No. 161
did not have a material impact on the Partnership’s financial
statements.  For more information on the Partnership’s derivative
accounting, see Note 5, Derivative Financial
Instruments.





In May
2009, the FASB issued FAS No. 165, Subsequent Events (“FAS No.
165”).  FAS No. 165 establishes general standards of accounting for
and disclosure of events that occur after the balance sheet date but before
financial statements are issued.  Specifically, FAS No. 165 sets forth
the period after the balance sheet date during which management of a reporting
entity should evaluate events or transactions that may occur for potential
recognition or disclosure in the financial statements, the circumstances under
which an entity should recognize events or transactions occurring after the
balance sheet date in its financial statements, and the disclosures that an
entity should make about events or transactions that occurred after the balance
sheet date.  FAS No. 165 is effective for interim or annual periods
ending after June 15, 2009, and is applied prospectively.  The
Partnership adopted FAS No. 165 as of June 30, 2009.


- 5 -
 Index


PDC
2004-D LIMITED PARTNERSHIP


NOTES TO
UNAUDITED CONDENSED FINANCIAL STATEMENTS


June 30,
2009


(unaudited)





Recently Issued Accounting
Standards





In
January 2009, the SEC published its final rule, Modernization of Oil and Gas
Reporting, which modifies the SEC’s reporting and disclosure rules for
oil and natural gas reserves.  The most notable changes of the final
rule include the replacement of the single day period-end pricing to value oil
and natural gas reserves to a 12-month average of the first day of the month
price for each month within the reporting period.  The final rule also
permits voluntary disclosure of probable and possible reserves, a disclosure
previously prohibited by SEC rules.  The revised reporting and
disclosure requirements are effective for the Partnership’s Annual Report on
Form 10-K for the year ending December 31, 2009.  Early adoption is
not permitted.  We are evaluating the impact that adoption of this
final rule will have on the Partnership’s financial statements, related
disclosure and management’s discussion and analysis.





In June
2009, the FASB issued FAS No. 167, Amendments to FASB Interpretation
No. 46(R), to improve financial reporting by enterprises involved with
variable interest entities by addressing (1) the effects on certain provisions
of FIN 46 (revised December 2003) (“FIN 46(R)”), Consolidation of Variable Interest
Entities, as a result of the elimination of the qualifying
special-purpose entity concept in FAS No. 166, Accounting for Transfers of
Financial Assets, and (2) constituent concerns about the application of
certain key provisions of FIN 46(R), including those in which the accounting and
disclosures under the Interpretation do not always provide timely and useful
information about an enterprise’s involvement in a variable interest
entity.  This statement is effective for financial statements issued
for fiscal years beginning after November 15, 2009, with earlier adoption
prohibited.  We are evaluating the impact that the adoption of FAS No.
167 will have on the Partnership’s financial statements, related disclosure and
management’s discussion and analysis.





In June
2009, the FASB issued FAS No. 168, The FASB Accounting Standards
Codification and the Hierarchy of Generally Accepted Accounting
Principles.  This standard replaces FAS No. 162, The Hierarchy of Generally Accepted
Accounting Principles, and establishes only two levels of U.S. GAAP,
authoritative and non-authoritative.  The FASB Accounting Standards
Codification (the “Codification”) will become the source of authoritative,
nongovernmental U.S. generally accepted accounting principles (“GAAP”), except
for rules and interpretive releases of the SEC, which are sources of
authoritative GAAP for SEC registrants.  All other non-grandfathered,
non-SEC accounting literature not included in the Codification will become
non-authoritative.  This standard is effective for financial
statements issued for fiscal years and interim periods ending after September
15, 2009.  As the Codification was not intended to change or alter
existing GAAP, we do not expect the adoption to have a material impact on the
Partnership’s financial statements.






Note
3−Transactions with
Managing General Partner and Affiliates





The
Managing General Partner transacts business on behalf of the Partnership under
the authority of the D&O Agreement.  Revenues and other cash
inflows received on behalf of the Partnership are distributed to the Partners
net of (after deducting) corresponding operating costs and other cash outflows
incurred on behalf of the Partnership.





The fair
value of the Partnership’s portion of unexpired derivative instruments is
recorded on the balance sheet under the caption “Due from Managing General
Partner–derivatives,” in the case of net unrealized gains or “Due to Managing
General Partner–derivatives,” in the case of net unrealized losses.





Undistributed
oil and natural gas revenues collected by the Managing General Partner from the
Partnership’s customers in the amount of $321,461 and $524,733 as of June 30,
2009 and December 31, 2008, respectively, are included in the balance sheet
caption “Due from Managing General Partner - other, net.”  Realized
gains or losses from derivative transactions that have not yet been distributed
to the Partnership are included in the balance sheet captions “Due from Managing
General Partner-other, net” or “Due to Managing General Partner-other, net,”
respectively.  Undistributed realized gains amounted to $499,224 and
$628,241 as of June 30, 2009 and December 31, 2008, respectively.  All
other unsettled transactions between the Partnership and the Managing General
Partner are recorded net on the balance sheet under the caption “Due from (to)
Managing General Partner – other, net.”


- 6 -
 Index


PDC
2004-D LIMITED PARTNERSHIP


NOTES TO
UNAUDITED CONDENSED FINANCIAL STATEMENTS


June 30,
2009


(unaudited)





The
following table presents transactions with the Managing General Partner and its
affiliates for the periods described below.  “Well operations and
maintenance” and “Gathering, compression and processing fees” are included in
“Production and operating costs” on the Statements of
Operations.  Additionally, refer to Note 5, Derivative Financial
Instruments for derivative transactions between the Partnership and the
Managing General Partner.





Three
      months ended June 30,
            
            
            Six
      months ended June 30,2009
            
            
            2008
            
            
            2009
            
            
            2008Well
      operations and maintenance
            
            $
            166,376
            
            
            $
            140,420
            
            
            $
            369,186
            
            
            $
            226,547Gathering,
      compression and processing fees
            
            
            38,860
            
            
            
            50,489
            
            
            
            81,020
            
            
            
            106,386Direct
      costs - general and administrative
            
            
            135,378
            
            
            
            12,330
            
            
            
            332,162
            
            
            
            24,395Cash
      distributions*
            
            
            296,857
            
            
            
            336,586
            
            
            
            469,236
            
            
            
            535,767





*Cash
distributions include $49,288 and $76,501 during the three and six months ended
June 30, 2009, respectively, and $42,682 and $48,516 during the three and six
months ended June 30, 2008, respectively, related to equity cash distributions
on Investor Partner units repurchased by PDC.  For additional
disclosure regarding the Unit Repurchase Program, refer to Note 1, General and Basis of
Presentation.








Note
4−Fair Value
Measurements





Determination of Fair Value.
The Partnership determines the fair value of its assets and liabilities, unless
specifically excluded, pursuant to FAS No. 157.  FAS No. 157 defines
fair value as the price that would be received to sell an asset or paid to
transfer a liability in an orderly transaction between market participants at
the measurement date.





FAS No.
157 establishes a fair value hierarchy that requires an entity to maximize the
use of observable inputs and minimize the use of unobservable inputs when
measuring fair value.  The valuation hierarchy is based upon the
transparency of inputs to the valuation of an asset or liability as of the
measurement date, giving the highest priority to quoted prices in active markets
(Level 1) and the lowest priority to unobservable data (Level 3).  In
some cases, the inputs used to measure fair value might fall in different levels
of the fair value hierarchy.  The lowest level input that is
significant to a fair value measurement in its entirety determines the
applicable level in the fair value hierarchy.  Assessing the
significance of a particular input to the fair value measurement in its entirety
requires judgment, considering factors specific to the asset or liability, and
may affect the valuation of the assets and liabilities and their placement
within the fair value hierarchy levels.  The three levels of inputs
that may be used to measure fair value are defined as:





·
            Level 1 –
      Quoted prices (unadjusted) in active markets for identical assets or
      liabilities.  Included in Level 1 are commodity derivative
      instruments for New York Mercantile Exchange (“NYMEX”) natural gas
      swaps.





·
            Level 2 –
      Inputs other than quoted prices included within Level 1 that are either
      directly or indirectly observable for the asset or liability, including
      (i) quoted prices for similar assets or liabilities in active markets,
      (ii) quoted prices for identical or similar assets or liabilities in
      inactive markets, (iii) inputs other than quoted prices that are
      observable for the asset or liability and (iv) inputs that are derived
      from observable market data by correlation or other
  means.





·
            Level 3 –
      Unobservable inputs for the asset or liability, including situations where
      there is little, if any, market activity for the asset or
      liability.  Included in Level 3 are the Partnership’s
      commodity-based and basis protection derivative instruments for Colorado
      Interstate Gas, or CIG, based fixed-price natural gas swaps, collars and
      floors, oil swaps, and natural gas basis protection
  swaps.


- 7 -
 Index


PDC
2004-D LIMITED PARTNERSHIP


NOTES TO
UNAUDITED CONDENSED FINANCIAL STATEMENTS


June 30,
2009


(unaudited)





Derivative Financial
Instruments.  The Partnership measures fair value based upon
quoted market prices, where available.  The valuation determination
includes: (1) identification of the inputs to the fair value methodology through
the review of counterparty statements and other supporting documentation, (2)
determination of the validity of the source of the inputs, (3) corroboration of
the original source of inputs through access to multiple quotes, if available,
or other information and (4) monitoring changes in valuation methods and
assumptions.  The methods described above may produce a fair value
calculation that may not be indicative of future fair values.  The
valuation determination also gives consideration to nonperformance risk on
Partnership liabilities in addition to nonperformance risk on PDC’s own business
interests and liabilities, as well as the credit standing of derivative
instrument counterparties.  The Managing General Partner primarily
uses two investment grade financial institutions as counterparties to its
derivative contracts, who hold the majority of the Managing General Partner’s
derivative assets.  The Managing General Partner has evaluated the
credit risk of the Partnership’s derivative assets from counterparties holding
its derivative assets using relevant credit market default rates, giving
consideration to amounts outstanding for each counterparty and the duration of
each outstanding derivative position.  Based on the Managing General
Partner’s evaluation, the Partnership has determined that the impact of
counterparty non-performance on the fair value of the Partnership’s derivative
instruments is insignificant.  As of June 30, 2009, no valuation
allowance has been recorded by the Partnership.  Furthermore, while
the Managing General Partner believes these valuation methods are appropriate
and consistent with that used by other market participants, the use of different
methodologies, or assumptions, to determine the fair value of certain financial
instruments could result in a different estimate of fair value.





The
following table presents, by hierarchy level, the Partnership’s derivative
financial instruments, including both current and non-current portions measured
at fair value for the periods described.




Level 1
            
            
            Level 3
            
            
            TotalAs
      of December 31, 2008Assets:Commodity
      based derivatives
            
            $
            -
            
            
            $
            2,392,412
            
            
            $
            2,392,412Total
      assets
            
            
            -
            
            
            
            2,392,412
            
            
            
            2,392,412Liabilities:Basis
      protection derivative contracts
            
            
            -
            
            
            
            (152,190
            )
            
            
            (152,190
            )Total
      liabilities
            
            
            -
            
            
            
            (152,190
            )
            
            
            (152,190
            )Net
      asset
            
            $
            -
            
            
            $
            2,240,222
            
            
            $
            2,240,222As
      of June 30, 2009Assets:Commodity
      based derivatives
            
            $
            419
            
            
            $
            1,498,742
            
            
            $
            1,499,161Total
      assets
            
            
            419
            
            
            
            1,498,742
            
            
            
            1,499,161Liabilities:Commodity
      based derivatives
            
            
            (100,553
            )
            
            $
            (3,986
            )
            
            
            (104,539
            )Basis
      protection derivative contracts
            
            
            -
            
            
            
            (1,117,956
            )
            
            
            (1,117,956
            )Total
      liabilities
            
            
            (100,553
            )
            
            
            (1,121,942
            )
            
            
            (1,222,495
            )Net
      (liability) asset
            
            $
            (100,134
            )
            
            $
            376,800
            
            
            $
            276,666




- 8 -
 Index


PDC
2004-D LIMITED PARTNERSHIP


NOTES TO
UNAUDITED CONDENSED FINANCIAL STATEMENTS


June 30,
2009


(unaudited)





The
following table sets forth the changes of the Partnership’s Level 3 derivative
financial instruments measured on a recurring basis:





Six
      months endedJune 30, 2009Fair
      value, net asset, as of December 31, 2008
            
            $
            2,240,222Changes
      in fair value included in Oil and gas price risk management gain,
      net
            
            
            (603,380
            )Settlements
            
            
            (1,260,042
            )Fair
      value, net asset, as of June 30, 2009
            
            $
            376,800Change
      in unrealized gains (losses) relating to assets (liabilities) still held
      as of June 30, 2009, included in statement of operations line
      item:Oil
      and gas price risk management, net
            
            $
            (855,090
            )





See Note
5, Derivative Financial
Instruments, for additional disclosure related to the Partnership’s
derivative financial instruments.





Non-Derivative Assets and
Liabilities.  The carrying values of the financial instruments
comprising “Cash and cash equivalents,” “Accounts receivable,” “Accounts payable
and accrued expenses” and “Due to (from) Managing General Partner-other, net”
approximate fair value due to the short-term maturities of these
instruments.





In
accordance with FAS 144, Accounting for the Impairment or
Disposal of Long-Lived Assets, the Partnership assesses its proved oil
and gas properties for possible impairment, upon a triggering event, by
comparing net capitalized costs to estimated undiscounted future net cash flows
on a field-by-field basis using estimated production based upon prices at which
the Partnership reasonably estimates the commodity to be sold.  The
estimates of future prices may differ from current market prices of oil and
natural gas.  Certain events, including but not limited to, downward
revisions in estimates to the Partnership’s reserve quantities, expectations of
falling commodity prices or rising operating costs could result in a triggering
event and, therefore, a possible impairment of the Partnership’s oil and natural
gas properties.  If net capitalized costs exceed undiscounted future
net cash flows, the measurement of impairment is based on estimated fair value
utilizing a future discounted cash flow analysis and is measured by the amount
by which the net capitalized costs exceed their fair value.  During
the six months ended June 30, 2009 and 2008, there were no triggering events;
therefore, no impairment of oil and gas properties was recognized.





The
Partnership accounts for asset retirement obligations by recording the estimated
fair value of the plugging and abandonment obligations when incurred, which is
when the well is completely drilled.  The Partnership estimates the
fair value of the plugging and abandonment obligations based on a discounted
cash flows analysis.  Upon initial recognition of an asset retirement
obligation, the Partnership increases the carrying amount of the long-lived
asset by the same amount as the liability.  Over time, the liabilities
are accreted for the change in their present value, through charges to
“Accretion of asset retirement obligations” on the statement of
operations.  The initial capitalized costs are depleted based on the
useful lives of the related assets, through charges to depreciation, depletion
and amortization.  If the fair value of the estimated asset retirement
obligation changes, an adjustment is recorded to both the asset retirement
obligation and the asset retirement cost.  Revisions in estimated
liabilities can result from revisions of estimated inflation rates, escalating
retirement costs and changes in the estimated timing of settling asset
retirement obligations.


- 9 -
 Index


PDC
2004-D LIMITED PARTNERSHIP


NOTES TO
UNAUDITED CONDENSED FINANCIAL STATEMENTS


June 30,
2009


(unaudited)





Note
5−Derivative Financial
Instruments





The
Partnership is exposed to the effect of market fluctuations in the prices of oil
and natural gas.  Price risk represents the potential risk of loss
from adverse changes in the market price of oil and natural gas
commodities.  The Managing General Partner employs established
policies and procedures to manage the risks associated with these market
fluctuations using derivative instruments.  Partnership policy
prohibits the use of oil and natural gas derivative instruments for speculative
purposes.





The
Partnership has elected not to designate any of the Partnership’s derivative
instruments as hedges.  Accordingly, the Partnership recognizes all
derivative instruments as either assets or liabilities on its balance sheets at
fair value.  Changes in the fair value of those derivative instruments
allocated to the Partnership are recorded in the Partnership’s statements of
operations.  Changes in the fair value of derivative instruments
related to the Partnership’s oil and gas sales activities are recorded in “Oil
and gas price risk management, net.”





Valuation
of a contract’s fair value is performed internally.  While the
Managing General Partner uses common industry practices to develop the
Partnership’s valuation techniques, changes in pricing methodologies or the
underlying assumptions could result in different fair values.  See
Note 4, Fair Value
Measurements, for a discussion of how the Managing General Partner
determines the fair value of the Partnership’s derivative
instruments.





As of
June 30, 2009, the Managing General Partner had derivative contracts in place
for a portion of the Partnership’s anticipated production through 2012 for a
total of 914 MMbtu of natural gas and 17 MBbls of crude oil.





Derivative
Strategies.  The Partnership’s results of operations and
operating cash flows are affected by changes in market prices for oil and
natural gas.  To mitigate a portion of the exposure to adverse market
changes, the Managing General Partner has entered into various derivative
contracts.





For
Partnership oil and gas sales, the Managing General Partner enters into, for a
portion of the Partnership’s production, derivative contracts to protect against
price declines in future periods.  While these derivatives are
structured to reduce exposure to changes in price associated with the derivative
commodity, they also limit the benefit the Partnership might otherwise have
received from price increases in the physical market.  The Partnership
believes the derivative instruments in place continue to be effective in
achieving the risk management objectives for which they were
intended.





As of
June 30, 2009, the Partnership’s oil and natural gas derivative instruments were
comprised of commodity collars, commodity swaps and basis protection
swaps.





·
            Collars
      contain a fixed floor price (put) and ceiling price (call).  If
      the market price falls below the fixed put strike price, PDC, as Managing
      General Partner, receives the market price from the purchaser and receives
      the difference between the put strike price and market price from the
      counterparty.  If the market price exceeds the fixed call strike
      price, PDC, as Managing General Partner, receives the market price from
      the purchaser and pays the difference between the call strike price and
      market price to the counterparty.  If the market price is
      between the call and put strike price, no payments are due to or from the
      counterparty.





·
            Swaps
      are arrangements that guarantee a fixed price.  If the market
      price is below the fixed contract price, PDC, as Managing General Partner,
      receives the market price from the purchaser and receives the difference
      between the market price and the fixed contract price from the
      counterparty.  If the market price is above the fixed contract price,
      PDC, as Managing General Partner, receives the market price from the
      purchaser and pays the difference between the market price and the fixed
      contract price to the
counterparty.


- 10 -
 Index


PDC
2004-D LIMITED PARTNERSHIP


NOTES TO
UNAUDITED CONDENSED FINANCIAL STATEMENTS


June 30,
2009


(unaudited)





·
            Basis
      protection swaps are arrangements that guarantee a price differential for
      natural gas from a specified delivery point.  For CIG basis
      protection swaps, which have negative differentials to NYMEX, PDC, as
      Managing General Partner, receives a payment from the counterparty if the
      price differential is greater than the stated terms of the contract and
      pays the counterparty if the price differential is less than the stated
      terms of the contract.





The
Partnership’s derivative instruments are recorded at fair value.  The
following table summarizes the location and fair value amounts of the
Partnership’s derivative instruments in the accompanying balance sheets as of
June 30, 2009, and December 31, 2008:





Fair
      ValueAs ofBalance
      Sheet
            
            June
      30,
            
            
            December
      31,Derivative instruments not designated as
      hedge  (1):
            
            Line Item
            
            2009
            
            
            2008Derivative
      Assets:
            CurrentCommodity
      contracts
            
            Due
      from Managing General Partner-derivatives
            
            $
            1,400,909
            
            
            $
            1,787,088Non CurrentCommodity
      contracts
            
            Due
      from Managing General Partner-derivatives
            
            
            98,252
            
            
            
            605,324Total
      Derivative Assets
            
            
            
            
            
            1,499,161
            
            
            
            2,392,412Derivative
      Liabilities:
            CurrentCommodity
      contracts
            
            Due
      to Managing General Partner-derivatives
            
            $
            (21,148
            )
            
            $
            -Basis
      protection contracts
            
            Due
      to Managing General Partner-derivatives
            
            
            (94,395
            )
            
            
            -Non CurrentCommodity
      contracts
            
            Due
      to Managing General Partner-derivatives
            
            
            (83,391
            )
            
            
            --Basis
      protection contracts
            
            Due
      to Managing General Partner-derivatives
            
            
            (1,023,561
            )
            
            
            (152,190
            )Total
      Derivative Liabilities
            
            
            
            $
            (1,222,495
            )
            
            $
            (152,190
            )





(1) As of
June 30, 2009 and December 31, 2008, none of the Partnership’s derivative
instruments were designated hedges.


- 11 -
 Index


PDC
2004-D LIMITED PARTNERSHIP


NOTES TO
UNAUDITED CONDENSED FINANCIAL STATEMENTS


June 30,
2009


(unaudited)





The
following table summarizes the impact of the Partnership’s derivative
instruments on the Partnership’s accompanying statements of operations for the
three months and six months ended June 30, 2009 and 2008.





Three months ended June 30,2009
            
            
            2008Statement
      of operations line item
            
            Reclassification of Realized Gains (Losses)
      Included in Prior Periods Unrealized
            
            
            Realized and Unrealized Gains (Losses) For the
      Current Period
            
            
            Total
            
            
            Reclassification of Realized Gains (Losses)
      Included in Prior Periods Unrealized
            
            
            Realized and Unrealized Gains (Losses) For the
      Current Period
            
            
            TotalOil
      and gas price risk management, netRealized
      gains (losses)
            
            $
            536,765
            
            
            $
            (37,541
            )
            
            $
            499,224
            
            
            $
            (223,490
            )
            
            $
            (182,870
            )
            
            $
            (406,360
            )Unrealized
      (losses) gains
            
            
            (536,765
            )
            
            
            (625,067
            )
            
            
            (1,161,832
            )
            
            
            223,490
            
            
            
            (1,586,141
            )
            
            
            (1,362,651
            )Total
      oil and gas price risk management loss, net
            
            $
            -
            
            
            $
            (662,608
            )
            
            $
            (662,608
            )
            
            $
            -
            
            
            $
            (1,769,011
            )
            
            $
            (1,769,011
            )






Six months ended June 30,2009
            
            
            2008Statement
      of operations line item
            
            Reclassification of Realized Gains (Losses)
      Included in Prior Periods Unrealized
            
            
            Realized and Unrealized Gains (Losses) For the
      Current Period
            
            
            Total
            
            
            Reclassification of Realized Gains (Losses)
      Included in Prior Periods Unrealized
            
            
            Realized and Unrealized Gains (Losses) For the
      Current Period
            
            
            TotalOil
      and gas price risk management,  netRealized
      gains (losses)
            
            $
            1,004,354
            
            
            $
            255,688
            
            
            $
            1,260,042
            
            
            $
            (77,511
            )
            
            $
            (394,653
            )
            
            $
            (472,164
            )Unrealized
      (losses) gains
            
            
            (1,004,354
            )
            
            
            (959,202
            )
            
            
            (1,963,556
            )
            
            
            77,511
            
            
            
            (2,127,213
            )
            
            
            (2,049,702
            )Total
      oil and gas price risk management loss, net
            
            $
            -
            
            
            $
            (703,514
            )
            
            $
            (703,514
            )
            
            $
            -
            
            
            $
            (2,521,866
            )
            
            $
            (2,521,866
            )





Concentration of Credit Risk.
A significant portion of the Partnership’s liquidity is concentrated in
derivative instruments that enables the Partnership to manage a portion of its
exposure to price volatility from producing oil and natural
gas.  These arrangements expose the Partnership to credit risk of
nonperformance by the counterparties.  The Managing General Partner
primarily uses two financial institutions, who are also major lenders in the
Managing General Partner’s credit facility agreement, as counterparties to the
derivative contracts.







Note
6−Commitments and
Contingencies





Colorado Royalty
Settlement.On May 29, 2007, Glen Droegemueller, individually
and as representative plaintiff on behalf of all others similarly situated,
filed a class action complaint against the Managing General Partner in the
District Court, Weld County, Colorado alleging that the Managing General Partner
underpaid royalties on natural gas produced from wells operated by the Managing
General Partner in parts of the State of Colorado (the “Droegemueller
Action”).  The plaintiff sought declaratory relief and to recover an
unspecified amount of compensation for underpayment of royalties paid by us
pursuant to leases.  The Managing General Partner removed the case to
Federal Court on June 28, 2007.  On October 10, 2008, the court
preliminarily approved a settlement agreement between the plaintiffs and the
Managing General Partner, on behalf of itself and the Partnership. 
Although the Partnership was not named as a party in the suit, the lawsuit
states that it relates to all wells operated by the Managing General Partner,
which includes a majority of the Partnership’s 32 wells in the Wattenberg
field.  The portion of the settlement relating to the Partnership’s
wells for all periods through June 30, 2009 that has been expensed by the
Partnership is approximately $148,000 including associated legal costs of
approximately $12,000.  This entire settlement of $135,444 was
deposited by the Managing General Partner into an escrow account on November 3,
2008.  Notice of the settlement was mailed to members of the class
action suit in the fourth quarter of 2008.  The final settlement was
approved by the court on April 7, 2009.  Settlement distribution
checks were mailed in July 2009.


- 12 -
 Index


PDC
2004-D LIMITED PARTNERSHIP


NOTES TO
UNAUDITED CONDENSED FINANCIAL STATEMENTS


June 30,
2009


(unaudited)





Colorado Stormwater
Permit.   On December 8, 2008, the Managing General
Partner received a Notice of Violation /Cease and Desist Order (the “Notice”)
from the Colorado Department of Public Health and Environment, related to the
stormwater permit for the Garden Gulch Road.  The Managing General
Partner manages this private road for Garden Gulch LLC.  The Managing
General Partner is one of eight users of this road, all of which are oil and gas
companies operating in the Piceance region of Colorado.  Operating
expenses, including this fine, if any, are allocated among the eight users of
the road based upon their respective usage.  The Partnership has 12
wells in this region.  The Notice alleges a deficient and/or
incomplete stormwater management plan, failure to implement best management
practices and failure to conduct required permit inspections.  The
Notice requires corrective action and states that the recipient shall cease and
desist such alleged violations.  The Notice states that a violation
could result in civil penalties up to $10,000 per day.  The Managing
General Partner’s responses were submitted on February 6, 2009, and April 8,
2009.  Given the preliminary stage of this proceeding and the inherent
uncertainty in administrative actions of this nature, the Managing General
Partner is unable to predict the ultimate outcome of this administrative action
at this time.





Derivative
Contracts.  The Partnership is exposed to oil and natural gas
price fluctuations on underlying sales contracts should the counterparties to
the Managing General Partner’s derivative instruments not
perform.  Nonperformance is not anticipated.  The Managing
General Partner has had no counterparty default losses.







Note
7−Subsequent
Events





We have
evaluated the Partnership’s activities subsequent to June 30, 2009, through
September 23, 2009 (the date the financial statements were issued), and have
concluded that no subsequent events have occurred that would require recognition
in the Partnership’s financial statements or disclosure in the notes to the
unaudited condensed financial statements.


- 13 -
 Index


PDC
2004-D LIMITED PARTNERSHIP


(A
West Virginia Limited Partnership)





Item2.
            Management’s
      Discussion and Analysis of Financial Condition and Results of
      Operations





Special
Note Regarding Forward Looking Statements





This
periodic report contains “forward-looking statements” within the meaning of
Section 27A of the Securities Act of 1933 (the “Securities Act”) and Section 21E
of the Securities Exchange Act of 1934 (“Exchange Act”) regarding PDC 2004-D
Limited Partnership’s (the “Partnership’s” or the “Registrant’s”) business,
financial condition, results of operations and prospects.  All
statements other than statements of historical facts included in and
incorporated by reference into this report are forward-looking
statements.  Words such as “expects,” “anticipates,” “intends,”
“plans,” “believes,” “seeks,” “estimates” and similar expressions or variations
of such words are intended to identify forward-looking statements herein, which
include statements of estimated oil and natural gas production and reserves,
drilling plans, future cash flows, anticipated liquidity, anticipated capital
expenditures and the Managing General Partner Petroleum Development
Corporation’s (“MGP’s” or “PDC’s”) strategies, plans and
objectives.  However, these are not the exclusive means of identifying
forward-looking statements herein.  Although forward-looking
statements contained in this report reflect the Managing General Partner's good
faith judgment, such statements can only be based on facts and factors currently
known to the Managing General Partner.  Consequently, forward-looking
statements are inherently subject to risks and uncertainties, including risks
and uncertainties incidental to the development, production and marketing of
natural gas and oil, and actual outcomes may differ materially from the results
and outcomes discussed in the forward-looking statements. Important factors that
could cause actual results to differ materially from the forward-looking
statements include, but are not limited to:





·
            changes
      in production volumes, worldwide demand, and commodity prices for oil and
      natural gas;


·
            risks
      incident to the operation of natural gas and oil
  wells;


·
            future
      production and development costs;


·
            the
      availability of sufficient pipeline and other transportation facilities to
      carry Partnership production and the impact of these facilities on
      price;


·
            the
      effect of existing and future laws, governmental regulations and the
      political and economic climate of the United States of America (“U.S.”)
      and the impact of the global
economy;


·
            the
      effect of natural gas and oil derivatives
  activities;


·
            availability
      and cost of capital and conditions in the capital markets;
    and


·
            losses
      possible from pending and/or future litigation and the costs incident
      thereto.





Further,
the Partnership urges you to carefully review and consider the cautionary
statements made in this report, the Partnership’s annual report on Form 10-K for
the year ended December 31, 2008 filed with the Securities and Exchange
Commission (“SEC”) on September 23, 2009 (“2008 Form 10-K”), and the
Partnership’s other filings with the SEC and public disclosures.  The
Partnership cautions you not to place undue reliance on forward-looking
statements, which speak only as of the date of this report.  The
Partnership undertakes no obligation to update any forward-looking statements in
order to reflect any event or circumstance occurring after the date of this
report or currently unknown facts or conditions or the occurrence of
unanticipated events.





Overview





PDC
2004-D Limited Partnership engages in the development, production and sale of
oil and natural gas.  The Partnership began oil and gas operations in
September 9, 2004 and currently operates 44 gross (42.2 net) wells located in
the Rocky Mountain Region in the state of Colorado.  The Partnership
sells the produced natural gas to commercial end users, interstate or intrastate
pipelines or local utilities, primarily under market sensitive contracts in
which the price of natural gas sold varies as a result of market
forces.  PDC, on behalf of the Partnership through the D&O
Agreement, may enter into fixed price contracts or utilize derivatives,
including collars, swaps or basis protection swaps, in order to offset some or
all of the price variability for particular periods of time.  Seasonal
factors, such as effects of weather on prices received and costs incurred, and
availability of pipeline capacity may impact the Partnership's
results.  In addition, both sales volumes and prices tend to be
affected by demand factors with a seasonal component.


- 14 -
 Index


PDC
2004-D LIMITED PARTNERSHIP


(A
West Virginia Limited Partnership)





Results of
Operations





The
following table sets forth selected information regarding the Partnership’s
results of operations, including production volumes, oil and natural gas sales,
average sales prices received, average sales price including realized derivative
gains and losses, production and operating costs, depreciation, depletion and
amortization costs,  other operating income and expenses for the three
and six months ended June 30, 2009, or the current three and six month periods
and the three and six months ended June 30, 2008, the prior three and six month
periods.





Summary
      Operating ResultsThree
      months ended June 30,
            
            
            Six
      months ended June 30,2009
            
            
            2008
            
            
            Change
            
            
            2009
            
            
            2008
            
            
            ChangeNumber
      of producing wells (end of period)
            
            
            44
            
            
            
            44
            
            
            
            -
            
            
            
            44
            
            
            
            44
            
            
            
            -Production:  (1)Oil
      (Bbl)
            
            
            4,389
            
            
            
            5,561
            
            
            
            -21
            %
            
            
            8,774
            
            
            
            10,798
            
            
            
            -19
            %Natural
      gas (Mcf)
            
            
            132,303
            
            
            
            174,549
            
            
            
            -24
            %
            
            
            276,816
            
            
            
            371,388
            
            
            
            -25
            %Natural
      gas equivalents (Mcfe)  (2)
            
            
            158,637
            
            
            
            207,915
            
            
            
            -24
            %
            
            
            329,460
            
            
            
            436,176
            
            
            
            -24
            %Average
      Selling Price (excluding realized gain (loss) on
    derivatives)Oil
      (per Bbl)
            
            $
            52.86
            
            
            $
            115.06
            
            
            
            -54
            %
            
            $
            43.81
            
            
            $
            99.10
            
            
            
            -56
            %Natural
      gas (per Mcf)
            
            
            2.14
            
            
            
            8.64
            
            
            
            -75
            %
            
            
            2.63
            
            
            
            7.74
            
            
            
            -66
            %Natural
      gas equivalents (per Mcfe)
            
            
            3.25
            
            
            
            10.33
            
            
            
            -69
            %
            
            
            3.38
            
            
            
            9.04
            
            
            
            -63
            %Realized
      Gain (Loss) on Derivatives, netOil
      derivatives - realized gain (loss)
            
            $
            96,528
            
            
            $
            (95,392
            )
            
            
            201
            %
            
            $
            243,033
            
            
            $
            (120,023
            )
            
            
            *Natural
      gas derivatives - realized gain (loss)
            
            
            402,696
            
            
            
            (310,968
            )
            
            
            229
            %
            
            
            1,017,009
            
            
            
            (352,141
            )
            
            
            *Total
      realized gain (loss) on derivatives, net
            
            $
            499,224
            
            
            $
            (406,360
            )
            
            
            223
            %
            
            $
            1,260,042
            
            
            $
            (472,164
            )
            
            
            *Average
      Selling Price (including realized gain (loss) on
    derivatives)Oil
      (per Bbl)
            
            $
            74.85
            
            
            $
            97.91
            
            
            
            -24
            %
            
            $
            71.51
            
            
            $
            87.99
            
            
            
            -19
            %Natural
      gas (per Mcf)
            
            
            5.19
            
            
            
            6.86
            
            
            
            -24
            %
            
            
            6.30
            
            
            
            6.79
            
            
            
            -7
            %Natural
      gas equivalents (per Mcfe)
            
            
            6.40
            
            
            
            8.38
            
            
            
            -24
            %
            
            
            7.20
            
            
            
            7.96
            
            
            
            -10
            %Average
      cost per McfeProduction
      and operating costs  (3)
            
            $
            1.48
            
            
            $
            1.82
            
            
            
            -19
            %
            
            $
            1.56
            
            
            $
            1.55
            
            
            
            1
            %Depreciation,
      depletion and amortization
            
            
            4.55
            
            
            
            2.97
            
            
            
            53
            %
            
            
            4.53
            
            
            
            2.93
            
            
            
            54
            %Revenues:Oil
      and natural gas sales
            
            $
            515,724
            
            
            $
            2,148,401
            
            
            
            -76
            %
            
            $
            1,112,667
            
            
            $
            3,945,049
            
            
            
            -72
            %Oil
      and gas price risk management, net
            
            
            (662,608
            )
            
            
            (1,769,011
            )
            
            
            -63
            %
            
            
            (703,514
            )
            
            
            (2,521,866
            )
            
            
            -72
            %Total
      revenues
            
            $
            (146,884
            )
            
            $
            379,390
            
            
            
            -139
            %
            
            $
            409,153
            
            
            $
            1,423,183
            
            
            
            -71
            %Operating
      costs and expenses:Production
      and operating costs
            
            $
            234,052
            
            
            $
            377,431
            
            
            
            -38
            %
            
            $
            514,445
            
            
            $
            674,015
            
            
            
            -24
            %Direct
      costs - general and administrative
            
            
            135,378
            
            
            
            12,330
            
            
            
            *
            
            
            
            332,162
            
            
            
            24,395
            
            
            
            *Depreciation,
      depletion and amortization
            
            
            722,419
            
            
            
            617,548
            
            
            
            17
            %
            
            
            1,492,521
            
            
            
            1,279,019
            
            
            
            17
            %Accretion
      of asset retirement obligations
            
            
            4,503
            
            
            
            4,258
            
            
            
            6
            %
            
            
            9,006
            
            
            
            8,516
            
            
            
            6
            %Total
      operating costs and expenses
            
            $
            1,096,352
            
            
            $
            1,011,567
            
            
            
            8
            %
            
            $
            2,348,134
            
            
            $
            1,985,945
            
            
            
            18
            %Loss
      from operations
            
            $
            (1,243,236
            )
            
            $
            (632,177
            )
            
            
            97
            %
            
            $
            (1,938,981
            )
            
            $
            (562,762
            )
            
            
            245
            %Interest
      income
            
            
            11,557
            
            
            
            16,883
            
            
            
            -32
            %
            
            
            23,923
            
            
            
            35,669
            
            
            
            -33
            %Net
      loss
            
            $
            (1,231,679
            )
            
            $
            (615,294
            )
            
            
            100
            %
            
            $
            (1,915,058
            )
            
            $
            (527,093
            )
            
            
            263
            %Cash
      distributions
            
            $
            1,237,846
            
            
            $
            1,469,525
            
            
            
            -16
            %
            
            $
            1,963,679
            
            
            $
            2,436,262
            
            
            
            -19
            %




*Percentage
change not meaningful or equal to or greater than 250% or not
calculable.  Amounts may not calculate due to rounding.


_______________


(1)
            Production
      is determined by multiplying the gross production volume of properties in
      which we have an interest by the percentage of the leasehold or other
      property interest we own.


(2)
            A
      ratio of energy content of natural gas and oil (six Mcf of natural gas
      equals one Bbl of oil) was used to obtain a conversion factor to convert
      oil production into equivalent Mcf of natural
  gas.


(3)
            Production
      costs represent oil and gas operating expenses which include production
      taxes.


- 15 -
 Index


PDC
2004-D LIMITED PARTNERSHIP


(A
West Virginia Limited Partnership)





Definitions
used throughout Management’s Discussion and Analysis of Financial Condition and
Results of Operations:





·
            Bbl
      – One barrel or 42 U.S. gallons liquid
volume


·
            MBbl
      – One thousand barrels


·
            Mcf
      – One thousand cubic feet


·
            MMcf
      – One million cubic feet


·
            Mcfe
      – One thousand cubic feet of natural gas
  equivalents


·
            MMcfe
      – One million cubic feet of natural gas
  equivalents


·
            MMbtu
      – One million British Thermal Units





Through
April 2009, the Partnership continued to experience the same dramatic declines
in oil and natural gas commodity prices that it had from late July 2008 through
the end of 2008.  The Partnership’s production decreased to 329 MMcfe
for the first six months of 2009 compared to 436 MMcfe for prior year six month
period, a decrease of 24%, while the Partnership’s average sales price declined
$5.66 per Mcfe, a decrease of 63%.  While the Partnership certainly
has felt the impact of the significant changes in commodity prices, the Managing
General Partner believes that it was successful in managing the Partnership’s
operations in such a manner that the Managing General Partner was able to
minimize the negative impacts as the Partnership’s derivative position eased the
impact.  The Partnership’s realized derivative gains for the current
six month period of $1.3 million added an average of $3.82 per Mcfe produced
during the first six months of 2009.  From May through August 2009,
natural gas prices rebounded slightly and have fallen since August while crude
oil prices increased substantially to price levels that remained, however,
significantly lower than those of the comparable period in 2008.  At
June 30, 2009, the estimated net fair value of the Partnership’s open derivative
positions is a net asset of $0.3 million.





Depressed
commodity prices for the six months of 2009 as compared to the higher prices in
prior year’s six month period were the primary contributors to the $1.8 million
change in oil and gas price risk management, net.  Of the $1.8 million
change, $1.7 million was related to an increase in realized derivative gains and
the remaining $0.1 million was related to a decrease in unrealized derivative
losses.  Unrealized gains and losses are non-cash items and these
non-cash charges to the Partnership’s statement of operations will continue to
fluctuate with the fluctuation in commodity prices until the positions mature or
are closed, at which time they will become realized or cash
items.  The Partnership has elected not to designate any of the
Partnership’s derivative instruments as hedges.  While the required
accounting treatment under Statement of Financial Accounting Standards, or FAS,
No. 133, Accounting for
Derivative Instruments and Certain Hedging Activities for derivatives
that are not designated as hedges, may result in significant swings in operating
results over the life of the derivatives, the combination of the settled
derivative contracts and the revenue received from the oil and gas sales at
delivery are expected to result in a more predictable cash flow stream than
would the sales contracts without the associated derivatives.





The table
below, which demonstrates the markets’ expected volatility in commodity pricing,
sets forth the average NYMEX and CIG prices for the next 24 months (forward
curve) from the selected dates:





December
      31,
            
            
            June
      30,
            
            
            December
      31,
            
            
            June
      30,Commodity
            
            Index
            
            2007
            
            
            2008
            
            
            2008
            
            
            2009Natural
      gas: (per
      MMbtu)NYMEX
            
            $
            8.12
            
            
            $
            12.52
            
            
            $
            6.62
            
            
            $
            5.83CIG
            
            
            6.78
            
            
            
            8.86
            
            
            
            4.49
            
            
            
            4.87Oil:
      (per
      Bbl)
            
            NYMEX
            
            
            90.79
            
            
            
            140.15
            
            
            
            57.49
            
            
            
            74.51


- 16 -
 Index


PDC
2004-D LIMITED PARTNERSHIP


(A
West Virginia Limited Partnership)





Oil and Natural Gas
Sales





Partnership
production decreased to 159 MMcfe and 329 MMcfe for the current year three and
six month periods, respectively, from 208 MMcfe and 436 MMcfe for the prior year
three and six month periods, respectively.  The Partnership’s oil and
gas sales revenue for the current three and six month periods, excluding price
risk management impacts, decreased $1.6 million and $2.8 million, respectively,
due to the significant decline in commodity prices and by decreased
volumes.  Approximately $1.1 million and $1.9 million of the decrease
in oil and natural gas sales revenue for the current three month and six month
periods, respectively, was due to pricing and $0.5 million and $0.9 million was
due to decreased production, respectively.





Oil and Natural Gas
Pricing





Financial
results depend upon many factors, particularly the price of oil and natural gas
and the Partnership’s ability to market its production
effectively.  Oil and natural gas prices have been among the most
volatile of all commodity prices.  These price variations have a
material impact on the Partnership’s financial results.  Oil and
natural gas prices also vary by region and locality, depending upon the distance
to markets, and the supply and demand relationships in that region or
locality.  This can be especially true in the Rocky Mountain
Region.  The combination of increased drilling activity and the lack
of local markets have resulted in a local market oversupply situation from time
to time.  Like most producers in the region, the Partnership relies on
major interstate pipeline companies to construct these to increase capacity,
rendering the timing and availability of these facilities beyond the
Partnership’s control.  Oil pricing is also driven strongly by supply
and demand relationships.





The price
the Partnership receives for the natural gas produced in the Rocky Mountain
Region is based on a market basket of prices, which primarily includes natural
gas sold at CIG prices with a portion sold at Mid-Continent, San Juan Basin,
Southern California or other nearby region prices.  The CIG Index, and
other indices for production delivered to other Rocky Mountain pipelines, has
historically been less than the price received for natural gas produced in the
eastern regions, which is NYMEX based.





Oil and Gas Price Risk
Management, Net





The
Managing General Partner uses oil and natural gas derivative instruments to
manage price risk for PDC as well as its sponsored drilling
partnerships.  The Managing General Partner sets these instruments for
PDC, and the various partnerships managed by PDC, jointly by area of
operation.  Prior to September 30, 2008, as volumes produced changed,
the mix between PDC and the partnerships changed on a prorata
basis.  As of September 30, 2008, PDC has fixed the allocation of the
derivative positions between PDC and each partnership.  Existing
positions are allocated based on fixed quantities for each position and new
positions will have specific designations relative to the applicable
partnership.





The
following table presents the primary composition of “Oil and gas price risk
management, net” for the periods described:





Three months ended June 30,
            
            
            Six months ended June 30,Oil
      and gas price risk management, net
            
            2009
            
            
            2008
            
            
            2009
            
            
            2008Realized
      gains (losses)Oil
            
            $
            96,528
            
            
            $
            (95,392
            )
            
            $
            243,033
            
            
            $
            (120,023
            )Natural
      Gas
            
            
            402,696
            
            
            
            (310,968
            )
            
            
            1,017,009
            
            
            
            (352,141
            )Total
      realized gain (loss), net
            
            
            499,224
            
            
            
            (406,360
            )
            
            
            1,260,042
            
            
            
            (472,164
            )Unrealized
      gains (losses)Reclassification
      of realized (gains) losses included in prior periods
      unrealized
            
            
            (536,765
            )
            
            
            223,490
            
            
            
            (1,004,354
            )
            
            
            77,511Unrealized
      loss for the period
            
            
            (625,067
            )
            
            
            (1,586,141
            )
            
            
            (959,202
            )
            
            
            (2,127,213
            )Total
      unrealized loss, net
            
            
            (1,161,832
            )
            
            
            (1,362,651
            )
            
            
            (1,963,556
            )
            
            
            (2,049,702
            )Oil
      and gas price risk management loss, net
            
            $
            (662,608
            )
            
            $
            (1,769,011
            )
            
            $
            (703,514
            )
            
            $
            (2,521,866
            )


- 17 -
 Index


PDC
2004-D LIMITED PARTNERSHIP


(A
West Virginia Limited Partnership)





Realized
gains recognized in the current year three and six month periods, are a result
of lower oil and gas commodity prices at settlement compared to the respective
strike price.  During the current year three month period, the Partnership
recorded unrealized derivative losses of $0.2 million on the Partnership’s oil
swaps as the forward strip price of oil rebounded during the quarter, along with
unrealized losses on the Partnership’s CIG basis swaps of $0.2 million, as the
forward basis differential between NYMEX and CIG has continued to narrow. 
Additionally, the Partnership recognized unrealized losses on the Partnership’s
collars of $0.1 million and natural gas swaps of $0.1 million.  During the
current year six month period, the Partnership recorded unrealized derivative
losses on its CIG basis swaps of $1.0 million, $0.2 million on its oil swaps and
approximately $40,000 on its natural gas swaps, for the same reasons cited
above.  These decreases were offset in part by unrealized gains on the
Partnership’s collars of $0.2 million.





Oil and
gas price risk management, net includes realized gains and losses and unrealized
changes in the fair value of derivative instruments related to the Partnership’s
oil and natural gas production.  See Note 4, Fair Value Measurements and
Note 5, Derivative Financial
Instruments, to the accompanying unaudited condensed financial statements
for additional details of the Partnership’s derivative financial
instruments.





Oil and Natural Gas Sales Derivative
Instruments.  The Managing General Partner uses various
derivative instruments to manage fluctuations in oil and natural gas
prices.  The Partnership has in place a series of collars, fixed price
swaps and basis protection swaps on a portion of the Partnership’s oil and
natural gas production as set forth in the following table.




This
table identifies the Partnership’s derivative positions related to oil and gas
sales activities in effect as of June 30, 2009, on the Partnership’s
production.  The Partnership’s production volumes for the three months
ended June 30, 2009, were 4,389 Bbls of oil and 132,303 Mcf of natural
gas.




Collars
            
            
            Fixed-Price
      Swaps
            
            
            Basis
      Protection SwapsFloors
            
            
            CeilingsWeighted
            
            
            
            
            
            Weighted
            
            
            
            
            
            Weighted
            
            
            
            
            
            Weighted
            
            
            Fair
      ValueCommodity/
            
            Quantity
            
            
            Average
            
            
            Quantity
            
            
            Average
            
            
            Quantity
            
            
            Average
            
            
            Quantity
            
            
            Average
            
            
            AtOperating
      Area/
            
            (Gas-MMbtu
            
            
            Contract
            
            
            (Gas-MMbtu
            
            
            Contract
            
            
            (Gas-MMbtu
            
            
            Contract
            
            
            (Gas-MMbtu
            
            
            Contract
            
            
            June
      30,Index
            
            Oil-Bbls)
            
            
            Price
            
            
            Oil-Bbls)
            
            
            Price
            
            
            Oil-Bbls)
            
            
            Price
            
            
            Oil-Bbls)
            
            
            Price
            
            
            2009Natural
      GasRocky
      Mountain RegionCIG3Q
      2009
            
            
            126,824
            
            
            $
            5.75
            
            
            
            126,824
            
            
            $
            8.90
            
            
            
            -
            
            
            $
            -
            
            
            
            -
            
            
            $
            -
            
            
            $
            378,0914Q
      2009
            
            
            88,615
            
            
            
            6.67
            
            
            
            88,615
            
            
            
            10.21
            
            
            
            32,529
            
            
            
            9.20
            
            
            
            -
            
            
            
            -
            
            
            
            435,2742010
            
            
            101,282
            
            
            
            6.64
            
            
            
            101,282
            
            
            
            10.79
            
            
            
            48,794
            
            
            
            9.20
            
            
            
            295,290
            
            
            
            1.88
            
            
            
            120,0092011
            
            
            47,656
            
            
            
            4.75
            
            
            
            47,656
            
            
            
            9.45
            
            
            
            -
            
            
            
            -
            
            
            
            346,371
            
            
            
            1.88
            
            
            
            (304,830
            )2012
            
            
            -
            
            
            
            -
            
            
            
            -
            
            
            
            -
            
            
            
            -
            
            
            
            -
            
            
            
            362,254
            
            
            
            1.88
            
            
            
            (301,971
            )2013
            
            
            -
            
            
            
            -
            
            
            
            -
            
            
            
            -
            
            
            
            -
            
            
            
            -
            
            
            
            334,145
            
            
            
            1.88
            
            
            
            (251,594
            )NYMEX2010
            
            
            11,059
            
            
            
            5.75
            
            
            
            11,059
            
            
            
            8.30
            
            
            
            250,012
            
            
            
            5.64
            
            
            
            -
            
            
            
            -
            
            
            
            (86,979
            )2011
            
            
            15,000
            
            
            
            5.75
            
            
            
            15,000
            
            
            
            8.30
            
            
            
            95,318
            
            
            
            6.96
            
            
            
            -
            
            
            
            -
            
            
            
            1,2332012
            
            
            -
            
            
            
            -
            
            
            
            -
            
            
            
            -
            
            
            
            97,007
            
            
            
            6.96
            
            
            
            -
            
            
            
            -
            
            
            
            (18,373
            )Total
      Natural Gas
            
            
            
            
            
            
            
            
            
            
            
            
            
            
            
            
            
            
            
            
            
            
            
            
            
            
            
            (29,140
            )OilRocky
      Mountain RegionNYMEX3Q
      2009
            
            
            -
            
            
            
            -
            
            
            
            -
            
            
            
            -
            
            
            
            3,166
            
            
            
            90.52
            
            
            
            -
            
            
            
            -
            
            
            
            61,6884Q
      2009
            
            
            -
            
            
            
            -
            
            
            
            -
            
            
            
            -
            
            
            
            3,166
            
            
            
            90.52
            
            
            
            -
            
            
            
            -
            
            
            
            55,7862010
            
            
            -
            
            
            
            -
            
            
            
            -
            
            
            
            -
            
            
            
            10,875
            
            
            
            92.96
            
            
            
            -
            
            
            
            -
            
            
            
            188,332Total
      Oil
            
            
            
            
            
            
            
            
            
            
            
            
            
            
            
            
            
            
            
            
            
            
            
            
            
            
            
            305,806Total
      Natural Gas and Oil
            
            
            
            
            
            
            
            
            
            
            
            
            
            
            
            
            
            
            
            
            
            
            
            
            
            
            $
            276,666





In July
2009, the Managing General Partner entered into a NYMEX-based oil swap covering
approximately 50% of the Partnership’s estimated production of oil for the
calendar year 2011 at $70.75 per barrel.


- 18 -
 Index


PDC
2004-D LIMITED PARTNERSHIP


(A
West Virginia Limited Partnership)





Production and Operating
Costs





Generally,
production and operating costs vary either with total oil and natural gas sales
or production volumes.  Property and severance taxes are estimated by
the Managing General Partner based on rates determined using historical
information.  These amounts are subject to revision based on actual
amounts determined during future filings by the Managing General Partner with
the taxing authorities.  Property and severance taxes vary directly
with total oil and natural gas sales.  Transportation costs vary
directly with production volumes.  Fixed monthly well operating costs
increase on a per unit basis as production decreases per the historical decline
curve.  General oil field services and all other costs vary and can
fluctuate based on services required.  These costs include water
hauling and disposal, equipment repairs and maintenance, snow removal and
service rig workovers.





The 24%
decline in oil and natural production, on an energy equivalency-basis, along
with a decrease in general and field service costs resulted in a reduction of
production and operating costs for both of the three and six months ended June
30, 2009, compared to the same periods in 2008 of $0.1 million and $0.2 million,
respectively.  Production and operating costs per Mcfe were $1.48 and
$1.56 for the three and six month periods ended June 30, 2009, respectively,
compared to $1.82 and $1.55 for the same periods ended June 30,
2008.  The decrease, for the three month period, in operating cost per
Mcfe is primarily due to lower third party costs from service providers as a
result of pressure by purchasers to reduce costs, as oil and gas prices
deteriorated, lower production taxes and the Managing General Partner’s cost
reduction initiatives.  This decrease resulted in production and
operating costs remaining unchanged, per Mcfe, for the six month
period.





Direct Costs−General and
Administrative





Direct
costs – general and administrative consist primarily of professional fees for
financial statement audits, income tax return preparation and legal
matters.  Direct costs increased during the three and six months ended
June 30, 2009, compared to the same period in 2008, by approximately $0.1
million and $0.3 million, respectively, primarily due to an increase in
professional fees for audit and tax services.





Depreciation, Depletion and
Amortization





Depreciation,
depletion and amortization (DD&A) expense results solely from the
depreciation, depletion and amortization of well equipment and lease costs.
DD&A expense is directly related to reserves and production
volumes.  DD&A expense is primarily based upon year-end proved
developed producing oil and gas reserves.  These reserves are priced
at the price of oil and natural gas as of December 31 each year.  If
prices increase, the estimated volume of oil and gas reserves will increase,
resulting in decreases in the rate of DD&A expense per unit of
production.  If prices decrease, as they did from December 31, 2007 to
December 31, 2008, the estimated volumes of oil and gas reserves will decrease
resulting in increases in the rate of DD&A expense per unit of
production.





The
DD&A rate per Mcfe increased to $4.55 and $4.53 for the three and six month
periods ended June 30, 2009, respectively, compared to the DD&A per Mcfe
rate of $2.97 and $2.93 during the same periods ended June 30,
2008.  These increased rates, offset by lower production volumes,
resulted an increase of $0.1 million and $0.2 million, respectively, in DD&A
expense for the three and six months ended June 30, 2009 compared to same
periods in 2008.  This is primarily the result of production level
decreases of 24% for both of the three and six month periods ended June 30,
2009, offset by an increase in per Mcfe expense due to lower reserves at
December 31, 2008 compared to December 31, 2007.  While production and
overall year-end reserves are expected to decline gradually year-to-year over
the wells’ remaining life cycles, downward revisions to oil and natural gas
reserves in the annual 2008 reserve report, resulted in the increased DD&A
unit cost increases during the three and six month periods ended June 30, 2009
as compared to the same periods in 2008.


- 19 -
 Index


PDC
2004-D LIMITED PARTNERSHIP


(A
West Virginia Limited Partnership)





Interest
Income





Lower
undistributed revenues held by the Managing General Partner, and significantly
lower interest rates applied to those undistributed amounts, resulted in lower
interest income during the three and six months ended June 30, 2009, compared to
the same periods in 2008.





Liquidity and Capital
Resources





Because
oil and gas production from the Partnership’s existing properties declines
rapidly in the first two years, the Partnership may be unable to maintain its
current level of oil and gas production and cash flows from operations if
commodity prices remain in their current depressed state for a prolonged period
beyond 2009.  This decreased production would have a material negative
impact on the Partnership’s operations and may result in reduced cash
distributions to the Investor Partners in 2010 and beyond.





Working
Capital





Working
capital at June 30, 2009 was $3.0 million compared to working capital of $4.0
million at December 31, 2008.  This decrease of $1.0 million was
primarily due to a decrease in receivables from oil and gas sales at June 30,
2009 to $0.5 million as compared to $0.8 million at December 31,
2008.  In addition, the receivables at June 30, 2009 for realized and
short-term net unrealized derivative gains decreased to $0.5 million and $1.3
million, respectively, from the amounts at December 31, 2008 of $0.6 million and
$1.8 million, respectively.





Cash
Flows From Financing Activities





The
Partnership initiated monthly cash distributions to investors in June 2005 and
has distributed $32.5 million of operating cash flows through June 30,
2009.  The table below sets forth the cash distributions to the
Managing General Partner and Investor Partners including Managing General
distribution relating to limited partnership units repurchased for the periods
described as follows:





Three months ended June 30,2009
            
            
            2008Managing
            
            
            Investor
            
            
            
            
            
            Managing
            
            
            InvestorGeneral Partner
            
            
            Partners
            
            
            Total
            
            
            General Partner
            
            
            Partners
            
            
            TotalDistributions
            
            
            Distributions
            
            
            Distributions
            
            
            Distributions
            
            
            Distributions
            
            
            Distributions$
            247,569
            
            
            $
            990,277
            
            
            $
            1,237,846
            
            
            $
            293,904
            
            
            $
            1,175,621
            
            
            $
            1,469,525






Six months ended June 30,2009
            
            
            2008Managing
            
            
            Investor
            
            
            
            
            
            Managing
            
            
            InvestorGeneral Partner
            
            
            Partners
            
            
            Total
            
            
            General Partner
            
            
            Partners
            
            
            TotalDistributions
            
            
            Distributions
            
            
            Distributions
            
            
            Distributions
            
            
            Distributions
            
            
            Distributions$
            392,735
            
            
            $
            1,570,944
            
            
            $
            1,963,679
            
            
            $
            487,251
            
            
            $
            1,949,011
            
            
            $
            2,436,262





Investor
Partner cash distributions include $49,288 and $76,501 during the three and six
months ended June 30, 2009, respectively, and $42,682 and $48,516 during the
three and six months ended June 30, 2008, respectively, related to equity cash
distributions on Investor Partner units repurchased by the Managing General
Partner.





Cash
Flows From Operating Activities





The
Partnership’s operations are expected to be conducted with available funds and
revenues generated from its oil and natural gas production
activities.  Changes in cash flow from operations are largely due to
the same factors that affect the Partnership’s net income that are more fully
discussed under Results of
Operations, excluding the non-cash items depreciation, depletion and
amortization and unrealized gains and losses on derivative
transactions.  Based on current oil and natural gas prices and prices
set by derivatives, and the Partnership’s anticipated production, the
Partnership expects positive cash flows from operations for the remainder of
2009.


- 20 -
 Index


PDC
2004-D LIMITED PARTNERSHIP


(A
West Virginia Limited Partnership)





Changes
in market prices for oil and natural gas, the Partnership’s ability to increase
production, the impact of realized gains and losses on the Partnership’s oil and
natural gas derivative instruments and changes in costs are the principal
determinants of the level of the Partnership cash flow from
operations.  Oil and natural gas sales for the six months ended June
30, 2009 were approximately 72% lower than the same period in the prior year,
resulting from a 63% decrease in average oil and natural gas prices and a 24%
decrease in oil and natural gas production.  While a decline in oil
and natural gas prices would affect the amount of cash from operations that
would be generated, the Partnership has oil and natural gas derivative positions
in place, as of the date of this filing, covering 86% of the Partnership’s
expected oil production and 83% of its expected natural gas production for the
remainder of 2009, at average prices of $90.52 per Bbl and $6.53 per Mcf,
respectively.  These contracts reduce the impact of price changes on
cash provided by operations for a substantial portion of the Partnership’s cash
from expected production for the remainder of 2009.  However, the
remaining 14% and 17% of estimated remaining 2009 oil and natural gas
production, respectively, is not subject to the Partnership’s derivative
instrument risk management; consequently, associated revenues will be directly
impacted by changing commodity market prices.





The
Partnership’s current derivatives positions could change based on changes in oil
and natural gas futures markets, the view of underlying oil and natural gas
supply and demand trends and changes in volumes produced.  Partnership
oil and natural gas derivatives as of June 30, 2009 are detailed in Note 5,
Derivative Financial
Instruments to the accompanying unaudited condensed financial
statements.





Net cash
provided by operating activities was $2.0 million for the three months ended
June 30, 2009 compared to $2.3 million during the same period in 2008, a
decrease of $0.3 million.  Variances between the two periods in cash
provided by operating activities were due primarily to the
following:





·
            A
      decrease in oil and gas sale revenues of $2.8 million, or 72%, accompanied
      by increases in direct costs – general and administrative of $0.3 million;
      and





·
            An
      increase in realized oil and gas price risk management, net of $1.7
      million and a decrease in production and operating cost of
      24%.





Information
related to the oil and gas reserves of the Partnership’s wells is discussed in
detail in the Partnership’s Annual Report on Form 10-K Supplemental Oil and Gas
Information−Unaudited, Net
Proved Oil and Gas ReservesandInformation and Standardized Measure of Discounted
Future Net Cash Flows and Changes Therein Relating to Proved Oil and Gas
Reserves.





Partnership
well recompletions in the Codell formation of Wattenberg Field wells, which may
provide for additional reserve development and production, generally occur five
to seven years after initial well drilling so that well resources are optimally
utilized.  These well recompletions would be expected to occur in 2011
or after, should a favorable general economic environment and commodity price
structure exist at that time.  Since borrowing is not permitted, well
recompletion activities will be funded through the retention of revenues and
reduction of Partner cash distributions.  Based on the current
economic environment however, the Partnership has no immediate plans to initiate
recompletion activities in the Wattenberg Field wells owned by the
Partnership.  The Partnership will re-evaluate the feasibility of
commencing those recompletion activities if economic conditions
improve.





Commitments and
Contingencies





See Note
6, Commitments and
Contingencies, to the accompanying unaudited condensed financial
statements.





Critical Accounting Policies
and Estimates





The
preparation of the accompanying unaudited condensed financial statements, in
conformity with accounting principles generally accepted in the United States of
America, requires management to use judgment in making estimates and assumptions
that affect the reported amounts of assets and liabilities, disclosure of
contingent assets and liabilities and the reported amounts of revenue and
expenses.


- 21 -
 Index


PDC
2004-D LIMITED PARTNERSHIP


(A
West Virginia Limited Partnership)





The
Partnership believes that the Partnership’s accounting policies for revenue
recognition, derivatives instruments, fair value measurements, oil and natural
gas properties, and asset retirement obligations are based on, among other
things, judgments and assumptions made by management that include inherent risks
and uncertainties.  There have been no significant changes to these
policies or in the underlying accounting assumptions and estimates used in these
critical accounting policies from those disclosed in the financial statements
and accompanying notes contained in the Partnership’s Form 10-K for the year
ended December 31, 2008.





Recent Accounting
Standards





See Note
2, Recent Accounting
Standards to the accompanying unaudited condensed financial statements,
included in this report for recent accounting standards.





Item3.
            Quantitative
      and Qualitative Disclosures About Market
Risk





Not
Applicable





Item4T.
            Controls
      and Procedures





The
Partnership has no direct management or officers.  The management,
officers and other employees that provide services on behalf of the Partnership
are employed by the Managing General Partner.





2008 Material
Weakness





As
discussed in the Management’s
Report on Internal Control Over Financial Reporting included in the
Partnership’s 2008 Annual Report on Form 10-K, the Partnership did not maintain
effective internal controls over financial reporting as of December 31, 2008,
over transactions that are directly related to and processed by the Partnership,
in that the Partnership failed to maintain sufficient documentation to
adequately assess the operating effectiveness of internal control over financial
reporting.  More specifically, the Partnership’s financial close and
reporting narrative failed to adequately describe the process, identify key
controls and assess segregation of duties.  This material weakness has
not been remediated as of June 30, 2009.  The 2008 Annual Report on
Form 10-K did not include an attestation report of the Partnership’s independent
registered public accounting firm regarding internal control over financial
reporting pursuant to Item 308T (a)(4) of Regulation S-K.  Such report
is required in the Partnership’s 2009 Annual Report on Form 10-K.





(a)  Evaluation of Disclosure
Controls and Procedures





As of
June 30, 2009, PDC, as Managing General Partner on behalf of the Partnership,
carried out an evaluation, under the supervision and with the participation of
the Managing General Partner's management, including its Chief Executive Officer
and Chief Financial Officer, of the effectiveness of the design and operation of
the Partnership's disclosure controls and procedures pursuant to Exchange Act
Rules 13a-15(e) and 15d-15(e).  This evaluation considered the various
processes carried out under the direction of the Managing General Partner’s
Disclosure Committee in an effort to ensure that information required to be
disclosed in the SEC reports the Partnership files or submits under the Exchange
Act is recorded, processed, summarized and reported, within the time periods
specified in the SEC’s rules and forms, and that such information is accumulated
and communicated to the Partnership’s management, including its principal
executive and principal financial officers, as appropriate to allow timely
decisions regarding required disclosure.





Based
upon that evaluation, the Managing General Partner’s Chief Executive Officer and
Chief Financial Officer concluded that the Partnership’s disclosure controls and
procedures were not effective as of June 30, 2009 due to the existence of the
material weakness described above in 2008 Material Weakness
included in this Item 4 (T).  Because of the nature of the material
weakness noted, the Partnership is not able to quantify the dollar amounts of
exposure or potential range of the dollar amount of potential revisions to the
financial statements, from this material weakness.


- 22 -
 Index


PDC
2004-D LIMITED PARTNERSHIP


(A
West Virginia Limited Partnership)





(b)  Remediation of Material
Weakness in Internal Control





PDC, the
Managing General Partner, with oversight from the Audit Committee of its Board
of Directors, has been addressing the material weakness disclosed in the
Partnership’s 2008 Annual Report on Form 10-K.  The Managing General
Partner believes, through the third and fourth quarter 2009 implementation of
planned changes in internal controls over financial reporting outlined below,
that it will be able to remediate this known material weakness as of December
31, 2009.  However, this control weakness will not be considered
remediated until the changes in internal controls over financial reporting are
operating effectively for a sufficient period of time and the Managing General
Partner has concluded, through testing, that these controls are operating
effectively.





The
Partnership made no changes in its internal control over financial reporting
(such as defined in Rules 13a-15(f) and 15d-15(f) of the Securities Exchange Act
of 1934) during the quarter ended June 30, 2009.





The
Partnership has completed the development of a revised financial close and
reporting narrative that adequately describes the process, identifies key
controls and assesses segregation of duties.  This narrative is
expected to be implemented using a phased-in approach, during the second half of
2009.  At present, the Partnership has not quantified the total cost
of this initiative; however the majority of this cost is expected to be paid by
the Managing General Partner.





Until
PDC, the Managing General Partner, has concluded that the Partnership has
remediated this known material weakness in internal control over financial
reporting, the Managing General Partner will perform additional analysis and
procedures in order to ensure that the Partnership’s financial statements
contained in its subsequent SEC filings are prepared in accordance with
generally accepted accounting principles in the United States.





The
Managing General Partner continues to evaluate the ongoing effectiveness and
sustainability of these planned changes in internal control over financial
reporting, and, as a result of the ongoing evaluation, may identify additional
changes to improve internal control over financial reporting.  Further
information regarding the material weakness of the Partnership referenced above
may be found in the Partnership’s Annual Report on 10-K for the year ended
December 31, 2008 under Item 9A (T), Controls and Procedures −
Management’s Report on
Internal Control Over Financial Reporting.


- 23 -
 Index


PDC
2004-D LIMITED PARTNERSHIP


(A
West Virginia Limited Partnership)





PARTII – OTHER INFORMATION





Item
      1.
            Legal
      Proceedings





Information
regarding the Registrant’s legal proceedings can be found in Note 6, Commitments and
Contingencies, to the Partnership’s accompanying unaudited condensed
financial statements.





Item1A.
            Risk
      Factors





Not
Applicable





Item2.
            Unregistered
      Sales of Equity Securities and Use of
Proceeds





Unit Repurchase
Program:  Beginning June 2008, the third anniversary of the
date of the first Partnership cash distributions, Investor Partners of the
Partnership may request that the Managing General Partner repurchase their
respective individual Investor Partner units, up to an aggregate total limit
during any calendar year for all requesting Investor Partner unit repurchases of
10% of the initial subscription units.





Units
repurchased during 2009 include 13.75 units repurchased in January at an average
price of $9,389 per unit, 5.25 units repurchased in February at an average price
of $9,318 per unit and 3.0 units repurchased in March at an average price of
$9,472 per unit.  Units repurchased during second quarter of 2009 were
0.9 units repurchased in April at an average price of $9,406 per
unit.  There were no unit repurchases in May or June
2009.





Other
Repurchases:  Individual investor partners periodically offered
and PDC repurchased, units on a negotiated basis before the third anniversary of
the date of the first cash distribution.





Items3, 4 and 5 have been omitted as there is nothing to
report.


- 24 -
 Index


PDC
2004-D LIMITED PARTNERSHIP


(A
West Virginia Limited Partnership)





Item6.    Exhibits





(a)           Exhibit
Index.


Incorporated by ReferenceExhibit Number
            
            Exhibit Description
            
            Form
            
            SEC File Number
            
            Exhibit
            
            Filing Date
            
            Filed Herewith3.1
            
            Limited
      Partnership Agreement.
            
            10-K
            
            000-51221
            
            3.1
            
            08/05/20093.2
            
            Certificate
      of limited partnership which reflects the organization of the Partnership
      under West Virginia law.
            
            10-K
            
            000-51221
            
            3.2
            
            08/05/200910.1
            
            Drilling
      and operating agreement between PDC as Managing General Partner of the
      Partnership.
            
            10-K
            
            000-51221
            
            10.1
            
            08/05/200931.1
            
            Rule
      13a-14(a)/15d-14(c) Certification of Chief Executive Officer of Petroleum
      Development Corporation, the Managing General Partner of the Partnership
      as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of
      2002.
            
            
            
            
            
            
            
            
            
            X31.2
            
            Rule
      13a-14(a)/15d-14(c) Certification of Chief Financial Officer of Petroleum
      Development Corporation, the Managing General Partner of the Partnership
      as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of
      2002.
            
            
            
            
            
            
            
            
            
            X32.1
            
            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
      Partnership.
            
            
            
            
            
            
            
            
            
            X


- 25 -
 Index


PDC2004-D LIMITED PARTNERSHIP


(A
West Virginia Limited Partnership)





SIGNATURES




Pursuant
to the requirements of Section 13 or 15(d) 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
2004-D Limited Partnership


By its
Managing General Partner


Petroleum
Development Corporation





By:
      /s/ Richard W. McCulloughRichard
      W. McCullough
              Chairman
      and Chief Executive Officer
              September
      23, 2009





Pursuant
to the requirements of the Securities Exchange Act of 1934, this report has been
signed below by the following persons on behalf of the Registrant and in the
capacities and on the dates indicated:





Signature
            
            Title
            
            Date/s/
      Richard W. McCullough
            
            Chairman
      and Chief Executive Officer
            
            September
      23, 2009Richard
      W. McCullough
            
            Petroleum
      Development CorporationManaging
      General Partner of the Registrant(Principal
      executive officer)/s/
      Gysle R. Shellum
            
            Chief
      Financial Officer
            
            September
      23, 2009Gysle
      R. Shellum
            
            Petroleum
      Development CorporationManaging
      General Partner of the Registrant(Principal
      financial officer)/s/
      R. Scott Meyers
            
            Chief
      Accounting Officer
            
            September
      23, 2009R.
      Scott Meyers
            
            Petroleum
      Development CorporationManaging
      General Partner of the Registrant(Principal
      accounting officer)







- 26
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