CONFORMED COPY





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

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

                                   FORM 10-Q

                                                  

           [X] Quarterly Report Pursuant to Section 13 or 15(d) of 
                    the Securities and Exchange Act of 1934
                    For the period ended September 30, 1998

                                      or

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


                                                  

                      Commission file number 033-63635-04

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

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

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

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

           Notes to Financial Statements (unaudited)                   5

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

PART II    OTHER INFORMATION

  Item 1.  Legal Proceedings                                           7

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












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

                                Balance Sheets

                   September 30, 1998 and December 31, 1997
<TABLE>
<C>                                                <C>                  <C>



  Assets
                                                   1998                1997
                                                (Unaudited)

Current assets:
  Cash                                          $     5,194     $     2,756
  Accounts receivable - oil and gas revenues        321,027         450,068
           Total current assets                     326,221         452,824

Oil and gas properties
  successful efforts method
      Oil and gas properties                     16,620,628      16,620,628
      Less accumulated depreciation, depletion, 
        and amortization                          1,737,669         972,229
                                                 14,882,959      15,648,399

                                                $15,209,180     $16,101,223

      Current Liabilities and Partners' Equity

Current liabilities:
      Accrued expenses                          $    28,504      $   41,951
           Total current liabilities                 28,504          41,951


Partners' Equity                                 15,180,676      16,059,272

                                                $15,209,180     $16,101,223
</TABLE>
See accompanying notes to financial statements.











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

                               Statements of Operations

            Three Months and Nine Months ended September 30, 1998 and 1997
                                      (Unaudited)

<TABLE>
<C>                                          <C>          <C>            <C>         <C>
                                             Three Months Ended       Nine Months Ended   
                                              September 30,             September 30,     
                                            1998         1997          1998         1997  


Revenues:
  Sales of oil and gas                     $406,175    $460,218    $1,309,242     $818,714
  Interest income                             4,219         104         6,223          104
                                            410,394     460,322     1,315,465      818,818

Expenses:
  Lifting costs                             127,791      91,660       333,107      143,613
  Direct administrative cost                     36          14           117        1,515
  Depreciation, depletion and
   amortization                             221,974     263,753       765,440      494,343
                                            349,801     355,427     1,098,664      639,471

     Net income                            $ 60,593    $104,895    $  216,801     $179,347

     Net income per limited and
      additional general partner unit       $    64     $   110       $   227      $   188

</TABLE>
See accompanying notes to financial statements.


















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

                               Statement of Partners' Equity

                           Nine months ended September 30, 1998
                                        (Unaudited)


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

                                    Limited and                                   
                                    additional       Managing                     
                                    general partners general partner   Total      

Balance, December 31, 1997           $12,847,417     $3,211,855   $16,059,272 

Net income                               173,443         43,358       216,801 
Distributions to partners               (876,320)      (219,077)   (1,095,397)

Balance, September 30, 1998          $12,144,540     $3,036,136   $15,180,676 

</TABLE>
See accompanying notes to financial statements.



























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

                                 Statements of Cash Flows

                       Nine months ended September 30, 1998 and 1997
                                        (Unaudited)
<TABLE>
<C>                                                       <C>               <C> 
                                                         1998              1997

Cash flows from operating activities:
          Net income                                   $216,801       $179,347 
          Adjustments to reconcile net 
           income to net cash provided 
           by operating activities:
              Depreciation, depletion,
                 and amortization                       765,440        494,343 
              Changes in operating assets
                 and liabilities:
              Decrease (increase) in accounts
                  receivable - oil and gas revenues     129,041       (325,489)
              Decrease in accrued expenses              (13,447)       (17,166)
                 Net cash provided from 
                   operating activities               1,097,835        331,035 

Cash flows from financing activities:
          Distributions to partners                  (1,095,397)      (349,611)
                 Net cash used by 
                   financing activities              (1,095,397)      (349,611)

Net change in cash                                        2,438        (18,576)
Cash at beginning of period                               2,756         20,000 
Cash at end of period                                $    5,194      $   1,424 

</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 1997, 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 nine months ended September 30, 1998 are not 
        necessarily indicative of the results to be expected for the full year.

3.      Oil and Gas Properties

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

























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

        Liquidity and Capital Resources

             The Partnership was funded on December 31, 1996 with initial 
        Limited and Additional General Partner contributions of $15,301,726 
        and the Managing General Partner, Petroleum Development Corporation 
        (PDC), 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 September 30, 1998 
        of $297,717.

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

        Results of Operations

        Three Months Ended September 30, 1998 Compared with 1997

             Revenue and expense during the third quarter of 1998 includes 
        natural gas sales and related expenses for most of the Partnership's
        wells.  During the same period in 1997 a larger number of the wells 
        were not yet turned into the line or produced only a portion of the 
        quarter, however the gas sold at higher average sales prices.  While
        the Partnership experienced a modest net income, depreciation, 
        depletion and amortization is non-cash expense and therefore the
        partnership distributed $256,894 to the partners during the third
        quarter of 1998.

        Nine Months Ended September 30, 1998 Compare with 1997

             Revenue and expenses during the first nine months of 1998 
        includes natural gas sales and related expenses for most of the
        Partnership's wells.   During the same period in 1997 a large portion
        of the wells were not turned into line or produced only a portion of 
        the period.  While the Partnership experienced a modest net income,
        depreciation, depletion, and amortization is non-cash expense and 
        therefore the Partnership distributed $1,095,397 to the partners 
        during the first nine months of 1998.

        Year 2000 Issue

        State of Readiness

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





                                            -6-
<PAGE>
             PDC has initiated formal communications with its significant 
        suppliers and service providers to determine the extent to which PDC 
        may be vulnerable to their failure to correct their own Year 2000 
        issues.  It is expected that full identification will be completed by
        March 31, 1999.  To the extent that responses to Year 2000 readiness 
        are unsatisfactory, PDC intends to take appropriate action, including
        identifying alternative suppliers and service providers who have
        demonstrated Year 2000 readiness.

        Cost of Readiness

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

        Risks of Year 2000 Issues

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

        Contingency Plan

             PDC has a contingency plan, and will implement it on any system 
        that remains non-complaint at December 31, 1998, if any, by early 1999.

        New Accounting Standards

             Statement of Accounting Standards No. 133, Accounting for 
        Derivative Instruments and Hedging Activities  (SFAS No. 133), was 
        issued by the Financial Accounting Standards Board in June, 1998.  
        Statement 133 standardizes the accounting for derivative instruments,
        including certain derivative instruments embedded in other contracts.
        The Partnership must adopt SFAS No. 133 by January 1, 2000; however,
        early adoption is permitted.  On adoption, the provisions of SFAS No.
        133 must be applied prospectively.  At the present time, the 
        Partnership cannot determine the impact that SFAS No. 133 will have 
        on its financial statements upon adoption, as such impact will be 
        based on the extent of derivative instruments, such as natural gas
        futures contracts, outstanding at the date of adoption.
























                                            -7-
<PAGE>
                                                            CONFORMED COPY

                               PART II - OTHER INFORMATION 


Item 1. Legal Proceedings

             None.

Item 6.  Exhibits and Reports on Form 8-K

             (a) None.

             (b) No reports on Form 8-K have been filed during the quarter ended
                 September 30, 1998.



                                        SIGNATURES

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


                                              PDC 1996-D Limited Partnership 
                                                          (Registrant)

                                              By its Managing General Partner
                                              Petroleum Development Corporation
                                                           



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


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

        







                                            -8-