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, 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 - March 31, 1998 and December 31, 1997       1

           Statements of Operations - 
            Three Months Ended March 31, 1998 and 1997                 2

           Statements of Partners' Equity -
            Three Months Ended March 31, 1998                          3

           Statement of Cash Flows-
            Three Months Ended March 31, 1998 and 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, 1998 and December 31, 1997

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


  Assets
                                                   1998                1997
                                                (Unaudited)

Current assets:
  Cash                                          $    4,704            2,756
  Accounts receivable - oil and gas revenues       309,291          450,068

           Total current assets                    313,995          452,824

Oil and gas properties, successful 
 efforts method                                 16,620,628       16,620,628
      Less accumulated depreciation, 
       depletion, and amortization               1,260,416          972,229
                                                15,360,212       15,648,399

                                               $15,674,207       16,101,223


      Current Liabilities and Partners' Equity

Current liabilities:
      Accrued expenses                          $   41,951           41,951

           Total current liabilities                41,951           41,951
Partners' equity                                15,632,256       16,059,272
                                               $15,674,207       16,101,223
</TABLE>
See accompanying notes to financial statements.








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

                           Statements of Operations

                  Three months ended March 31, 1998 and 1997
                                  (Unaudited)
<TABLE>
<S>                                                  <S>             <S>
                                                    1998           1997  


Revenues:
    Sales of oil and gas                          $492,153        74,231 
    Interest income                                  2,004          -    
                                                   494,157        74,231 

Expenses:
    Lifting cost                                    97,593         7,100 
    Direct administration cost                          56           -   
    Depreciation, depletion, and amortization      288,187        35,917 
                                                   385,836        43,017 

      Net income                                  $108,321        31,214 
 
      Net income per limited and additional 
        general partner unit                      $    113            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, 1998
                                  (Unaudited)

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


                                Limited and                       
                                additional       Managing        
                                general partners general partner   Total  

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

Net income                            86,657         21,664       108,321 
Distributions to partners           (428,270)      (107,067)     (535,337)

      Balance, March 31, 1998    $12,505,804      3,126,452    15,632,256 

</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, 1998 and 1997
                                  (Unaudited)
<TABLE>
<S>                                                   <S>             <S>
                                                     1998            1997  

Cash flows from operating activities:
  Net income                                     $ 108,321          31,214 
  Adjustments to reconcile net income 
   to net cash provided by operating activities:
      Depreciation, depletion, and 
       amortization                                288,187          35,917 
      Changes in operating assets and 
       liabilities:
      Decrease (increase) in accounts receivable - 
       oil and gas revenues                        140,777         (67,131)
          Net cash provided from 
           operating activities                    537,285            -    

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

Net change in cash                                   1,948            -    
Cash at beginning of period                          2,756          20,000 
Cash at end of period                            $   4,704          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 1997, 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, 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 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, 1998 of $272,044.

         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

         Revenue and expenses during the first quarter of 1998 include natural
    gas sales and related expenses for all of the Partnership's wells.  During
    the same period in 1997 all of the wells were not yet turned into the line
    and producing.  The Partnership distributed $535,337 to the partners during
    the first quarter of 1998.

    Year 2000 Issue

         PDC, who administers all aspects of the Partnership, has assessed the
    extent of 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.  PDC does
    not currently expect to charge the Partnership for any portion of PDC's
    cost to become Year 2000 Compliant.






                                      -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, 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:  May 14, 1998                             /s/ Steven R. Williams        
                                                    Steven R. Williams
                                                       President


Date:  May 14, 1998                             /s/ Dale G. Rettinger         
                                                    Dale G. Rettinger
                                                 Executive Vice President
                                                     and Treasurer

    







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