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, 1999

                                      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, 1999 and December 31, 1998       1

           Statements of Operations - 
            Three Months Ended March 31, 1999 and 1998                 2

           Statement of Partners' Equity -
            Three Months Ended March 31, 1999                          3

           Statements of Cash Flows-
            Three Months Ended March 31, 1999 and 1998                 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                                           8

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












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

                                Balance Sheets

                     March 31, 1999 and December 31, 1998

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


  Assets
                                                   1999                1998
                                                (Unaudited)

Current assets:
  Cash                                          $    8,094            6,712
  Accounts receivable - oil and gas revenues       135,947          225,131

           Total current assets                    144,041          231,843

Oil and gas properties, successful 
 efforts method                                  8,810,568        8,810,568
      Less accumulated depreciation, 
       depletion, and amortization               2,608,198        2,503,192
                                                 6,202,370        6,307,376

                                                $6,346,411        6,539,219


      Current Liabilities and Partners' Equity

Current liabilities:
      Accrued expenses                          $   38,838           47,071

           Total current liabilities                38,838           47,071


Partners' Equity                                 6,307,573        6,492,148

                                                $6,346,411        6,539,219
</TABLE>
See accompanying notes to financial statements.








                                      -1-
<PAGE>
                        PDC 1996-D LIMITED PARTNERSHIP
                     (A West Virginia Limited Partnership)

                           Statements of Operations

                  Three months ended March 31, 1999 and 1998
                                  (Unaudited)
<TABLE>
<C>                                                  <C>            <C>

                                                    1999           1998  


Revenues:
    Sales of oil and gas                         $ 233,099       492,153 
    Interest income                                  1,388         2,004 
                                                   234,487       494,157 

Expenses:
    Lifting cost                                   124,707        97,593 
    Direct administration cost                           7            56 
    Depreciation, depletion, and amortization      105,006       288,187 
                                                   229,720       385,836 

      Net income                                  $  4,767       108,321 
 
      Net income per limited and additional 
        general partner unit                      $      5           113 

</TABLE>
See accompanying notes to financial statements.






















                                      -2-
<PAGE>
                        PDC 1996-D LIMITED PARTNERSHIP
                     (A West Virginia Limited Partnership)

                         Statement of Partners' Equity

                       Three months ended March 31, 1999
                                  (Unaudited)


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

                                Limited and                       
                                additional       Managing        
                                general partners general partner   Total  

Balance, December 31, 1998        $5,193,718      1,298,430     6,492,148 

Net income                             3,814            953         4,767 
Distributions to partners           (151,474)       (37,868)     (189,342)

      Balance, March 31, 1999     $5,046,058      1,261,515     6,307,573 

</TABLE>
See accompanying notes to financial statements.



























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

                           Statements of Cash Flows

                  Three months ended March 31, 1999 and 1998
                                  (Unaudited)

<TABLE>
<C>                                                    <C>           <C>
                                                     1999            1998  

Cash flows from operating activities:
  Net income                                     $   4,767         108,321 
  Adjustments to reconcile net income 
   to net cash provided by operating activities:
      Depreciation, depletion, and 
       amortization                                105,006         288,187 
      Changes in operating assets and 
       liabilities:
      Decrease in accounts receivable - 
       oil and gas revenues                         89,184         140,777 
      Decrease in accounts payable                  (8,233)           -    
          Net cash provided by
           operating activities                    190,724         537,285 

Cash flow from financing activities:
  Distributions to partners                       (189,342)       (535,337)
           Net cash used by financing activities  (189,342)       (535,337)

Net change in cash                                   1,382           1,948 
Cash at beginning of period                          6,712           2,756 
Cash at end of period                            $   8,094           4,704 

</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 1998, which contains a summary of significant accounting policies
    followed by the Partnership in the preparation of its financial statements. 
    These policies were also followed in preparing the quarterly report
    included herein. 

2.  Basis of Presentation

    The Management of the Partnership believes that all adjustments (consisting
    of only normal recurring accruals) necessary to a fair statement of the
    results of such periods have been made.  The results of operations for the
    three months ended March 31, 1999 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, 1999 of $105,203.

         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

         Sales of oil and gas decreased 52.6% during the first quarter of 1999
    compared to 1998 due to lower sales volumes of natural gas and lower
    average sales prices.  While the Partnership experienced a modest net
    income of $4,767, depreciation, depletion and amortization is a non-cash
    expense and therefore the partnership distributed $189,342 to the partners
    during the first quarter of 1999.

    Year 2000 Issue

    State of Readiness

         The Year 2000 Issue is the risk that computer programs using two-digit
    data fields will fail to properly recognize the year 2000, with the result
    being business interruption due to computer system failures by PDC's
    software or hardware or that of government entities, service providers and
    vendors.  PDC, who administers all aspects of the Partnership, has assessed
    the extent of the Year 2000 Issues affecting PDC and the Partnership.  PDC
    believes that the new computer system including operating software
    installed during 1998 along with modifications made by PDC's computer
    technicians have addressed the dating system flaw inherent in most
    operating systems.  PDC has completed a remediation plan and believes it is
    currently fully Year 2000 compliant.

                                      -6-<PAGE>
         PDC has initiated formal communications with its significant suppliers
    and service providers to determine the extent to which PDC may be
    vulnerable to their failure to correct their own Year 2000 issues.  It is
    expected that full identification will be completed by June 30, 1999.  To
    the extent that responses to Year 2000 readiness are unsatisfactory, PDC
    intends to take appropriate action, including identifying alternative
    suppliers and service providers who have demonstrated Year 2000 readiness.

    Cost of Readiness

         PDC does not currently expect to charge the Partnership for any
    portion of PDC's cost to become Year 2000 compliant.

    Risks of Year 2000 Issues

         PDC presently believes the Year 2000 Issue will not present a
    materially adverse risk to PDC's or the Partnership's future results of
    operations, liquidity, and capital resources.  However, if the level of the
    timely compliance by key suppliers or service providers is not sufficient,
    the Year 2000 Issue could have a material impact on PDC's or the
    Partnership's operations including, but not limited to, increased operating
    costs, loss of customers or suppliers, loss of accounting functions,
    including well revenue distributions, or other significant disruptions to
    PDC's or the Partnership's business.

    Contingency Plan

         PDC has a contingency plan, and will implement it on any system that
    remains non-compliant at December 31, 1999, if any.






















                                      -7-
<PAGE>
                                                               CONFORMED COPY

                         PART II - OTHER INFORMATION 


Item 1.  Legal Proceedings

         None.

Item 6.  Exhibits and Reports on Form 8-K

         (a) None.

         (b) No reports on Form 8-K have been filed during the quarter ended
             March 31, 1999.



                                  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 12, 1999                             /s/ Steven R. Williams        
                                                    Steven R. Williams
                                                       President


Date:  May 12, 1999                             /s/ Dale G. Rettinger         
                                                    Dale G. Rettinger
                                                 Executive Vice President
                                                     and Treasurer

    







                                      -8-