CONFORMED COPY





                  QUARTERLY REPORT UNDER SECTION 13 OR 15(d)
                    OF THE SECURITIES EXCHANGE ACT OF 1934

                                 UNITED STATES
                      SECURITIES AND EXCHANGE COMMISSION
                            Washington, D.C. 20549

                                   FORM 10-Q

                                                  

           [X] Quarterly Report Pursuant to Section 13 or 15(d) of 
                    the Securities and Exchange Act of 1934
                      For the period ended March 31, 1997

                                      or

           [ ] Transition Report Pursuant to Section 13 of 15(d) of 
                   the Securities and Exchange Act of  1934
               For the transition period from         to        


                                                  

                      Commission file number 033-63635-04

               I.R.S. Employer Identification Number 55-0751154

                        PDC 1996-D LIMITED PARTNERSHIP

                     (A West Virginia Limited Partnership)
                             103 East Main Street
                             Bridgeport, WV 26330
                           Telephone: (304) 842-6256

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

<PAGE>
                        PDC 1996-D LIMITED PARTNERSHIP
                     (A West Virginia Limited Partnership)


                                     INDEX



PART I - FINANCIAL INFORMATION                                    Page No.

  Item 1.  Financial Statements

           Balance Sheets March 31, 1997 and December 31, 1996         1

           Statement of Operations - 
            Three Months Ended March 31, 1997                          2

           Statement of Partners' Equity -
            Three Months Ended March 31, 1997                          3

           Statement of Cash Flows-
            Three Months Ended March 31, 1997                          4

           Notes to Financial Statements                               5

  Item 2.  Management's Discussion and Analysis of Financial 
           Condition and Results of Operations                         6

PART II    OTHER INFORMATION

  Item 1.  Legal Proceedings                                           7

  Item 6.  Exhibits and Reports on Form 8-K                            7












<PAGE>
                        PDC 1996-D LIMITED PARTNERSHIP
                     (A West Virginia Limited Partnership)

                                Balance Sheets

                     March 31, 1997 and December 31, 1996

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


  Assets
                                                   1997                1996
                                                (Unaudited)

Current assets:
  Cash                                          $    20,000          20,000
  Accounts receivable - oil and gas revenues         67,131             -  
           Total current assets                      87,131          20,000

Oil and gas properties, successful efforts method
      Oil and gas properties                     16,620,628            -   
  Unevaluated properties                               -         16,620,628
      Less accumulated depreciation, depletion, 
        and amortization                             35,917            -   
                                                 16,584,711      16,620,628

                                                $16,671,842      16,640,628

      Current Liabilities and Partners' Equity

Current liabilities:
      Accrued expenses                           $   17,166          17,166
                    Total current liabilities           17,166       17,166


Partners' Equity                                 16,654,676      16,623,462

                                                $16,671,842      16,640,628
</TABLE>
See accompanying notes to financial statements.











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<PAGE>
                        PDC 1996-D LIMITED PARTNERSHIP
                     (A West Virginia Limited Partnership)

                            Statement of Operations

                       Three months ended March 31, 1997
                                  (Unaudited)

<TABLE>
<S>                                                 <S>

Revenues:
  Sales of oil and gas                            $ 74,231 
                                                    74,231 

Expenses:
  Lifting cost                                       7,100 
  Depreciation, depletion, and amortization         35,917 
                                                    43,017 

           Net income                             $ 31,214 
 
           Net income per limited and additional 
             general partner unit                 $     33 

</TABLE>
See accompanying notes to financial statements.
























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<PAGE>
                        PDC 1996-D LIMITED PARTNERSHIP
                     (A West Virginia Limited Partnership)

                         Statement of Partners' Equity

                       Three months ended March 31, 1997
                                  (Unaudited)


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

                                Limited and                       
                                additional       Managing        
                                general partners general partner   Total  

Balance, December 31, 1996        $13,298,769       $3,324,693   $16,623,462 
Net income                             24,971            6,243        31,214

      Balance, March 31, 1997     $13,323,740       $3,330,936   $16,654,676 

</TABLE>
See accompanying notes to financial statements.





























                                      -3-
<PAGE>
                        PDC 1996-D LIMITED PARTNERSHIP
                     (A West Virginia Limited Partnership)

                            Statement of Cash Flows

                       Three months ended March 31, 1997
                                  (Unaudited)
<TABLE>
<S>                                                                   <S>

Cash flows from operating activities:
  Net income                                                     $  31,214 
  Adjustments to reconcile net income to net cash
    provided by operating activities:
      Depreciation, depletion, and amortization                     35,917 
      Changes in operating assets and liabilities:
      Increase in accounts receivable - oil and gas revenues       (67,131)
          Net cash provided from 
           (used by) operating activities                             -    

Net change in cash                                                    -    
Cash at beginning of period                                         20,000 
Cash at end of period                                            $  20,000 

</TABLE>
See accompanying notes to financial statements.
















                                      -4-<PAGE>
                        PDC 1996-D LIMITED PARTNERSHIP
                     (A West Virginia Limited Partnership)

                        Notes to Financial Statements 
                                  (Unaudited)



1.  Accounting Policies 

    Reference is hereby made to the Partnership's Annual Report on Form 10-K
    for 1996, which contains a summary of major accounting policies followed by
    the Partnership in the preparation of its financial statements.  These
    policies were also followed in preparing the quarterly report included
    herein. 

2.  Basis of Presentation

    The Management of the Partnership believes that all adjustments (consisting
    of only normal recurring accruals) necessary to a fair statement of the
    results of such periods have been made.  The results of operations for the
    three months ended March 31, 1997 are not necessarily indicative of the
    results to be expected for the full year. 

3.  Oil and Gas Properties

    Oil and Gas Properties are reported on the successful efforts method.

























                                      -5-
<PAGE>
Item 2.  Management's Discussion and Analysis of Financial Condition and
         Results of Operations

    Liquidity and Capital Resources

         The Partnership was funded on December 31, 1996 with initial Limited
    and Additional General Partner contributions of $15,301,726 and the
    Managing General Partner contributed $3,328,126 in accordance with the
    Agreement.  Syndication and management fee costs of $1,989,224 were
    incurred leaving available capital of $16,640,628 for Partnership
    activities.

         The Partnership began exploration and development activities
    subsequent to the funding of the Partnership and completed well drilling
    activities by March 31, 1997.  Eighty-four wells have been drilled, of
    which seventy-nine have been completed as producing wells.

         Operations will be conducted with available funds and revenues
    generated from oil and gas activities.  No bank borrowings are anticipated. 
    
         The Partnership had net working capital at March 31, 1997 of $69,965.

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

    Results of Operations

         The Partnership had natural gas sales during the first quarter of 1997
    from twenty-four of the Partnership's producing wells.  As of May 12, 1997, 
    thirty-three of the Partnership's seventy-nine productive wells were
    producing natural gas.  The remaining forty-six wells are scheduled to go
    into production during the remainder of the second and third quarters of
    1997.  Cash distributions to the partners will commence during the second
    quarter of 1997.















                                      -6-
<PAGE>
                                                               CONFORMED COPY

                         PART II - OTHER INFORMATION 


Item 1.  Legal Proceedings

         None.

Item 6.  Exhibits and Reports on Form 8-K

         (a) None.

         (b) No reports on Form 8-K have been filed during the quarter ended
             March 31, 1997.



                                  SIGNATURES

     Pursuant to the requirements of the Securities Exchange Act of 1934 the
registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.


                                              PDC 1996-D Limited Partnership 
                                                      (Registrant)

                                              By its Managing General Partner
                                              Petroleum Development Corporation
                                                       



Date:  May 14, 1997                             /s/ Steven R. Williams        
                                                    Steven R. Williams
                                                       President


Date:  May 14, 1997                             /s/ Dale G. Rettinger         
                                                    Dale G. Rettinger
                                                 Executive Vice President
                                                     and Treasurer

    







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