SECURITIES AND EXCHANGE COMMISSION
                          Washington, D.C.  20549


- ANNUAL REPORT PURSUANT TO SECTION 13 or 15 (d) OF
  THE SECURITIES EXCHANGE ACT OF 1934
  For the fiscal year ended December 31, 1998

  Commission File Number  333-41977-04

- Transition Report Pursuant to Section 13 or 15(d) of the Securities
  Exchange Act of 1934 for the transaction period from          to          

                    PDC 1998-D LIMITED PARTNERSHIP                        
          (Exact name of registrant as specified in its charter)



    West Virginia                                        55-0757539       
(State or other jurisdiction of                       (I.R.S. Employer 
incorporation or organization)                        Identification No.)



103 East Main Street, Bridgeport, West Virginia  26330       
(Address of principal executive offices)     (zip code)     

Registrant's telephone number, including area code           (304) 842-3597 


                                                           
     SECURITIES REGISTERED PURSUANT TO SECTION 12(b) OF THE ACT:  NONE

       SECURITIES REGISTERED PURSUANT TO SECTION 12(g) OF THE ACT: 

                 General and Limited Partnership Interests
                             (Title of class)

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  X    No     

Indicate by check mark if disclosure of delinquent filers pursuant to Item
405 of Regulation S-K is not contained herein, and will be contained, to the
best of registrant's knowledge, in definitive proxy or information
statements incorporated by reference in Part III of this Form 10-K or any
amendment to this Form 10-K.  [  ]
<PAGE>
                                  PART I

ITEM 1.  BUSINESS.

General

    PDC 1998-D Limited Partnership ("the Partnership") is a limited
partnership formed on December 31, 1998 pursuant to the West Virginia
Uniform Limited Partnership Act.  Petroleum Development Corporation ("PDC")
serves as Managing General Partner of the Partnership.

    Since the commencement of operations on December 31, 1998, the
Partnership has been engaged in onshore, domestic gas exploration
exclusively in the northern Appalachian, Michigan and Colorado Basins.  A
total of 11 limited partners contributed initial capital of $330,000; a
total of 1,045 additional general partners contributed initial capital of
$20,195,261; and PDC (Managing General Partner) contributed $4,464,244 in
capital as a participant in accordance with contribution provisions of the
Limited Partnership Agreement (the Agreement).

    Under the terms of the Agreement, the allocation of revenues is as
follows:

                                          Allocation
                                         of Revenues
          Additional General and
            Limited Partners                  80%   

          Managing General Partner            20%   

    Operating and direct costs are allocated and charged to the additional
general and limited partners and the Managing General Partner in the same
percentages as revenues are allocated.  Leasehold, drilling and completion
costs, and equipment costs are borne 80% by the additional general and
limited partners and 20% by the Managing General Partner.

Employees

    The Partnership has no employees, however, PDC has approximately 81
employees which include a staff of geologists, petroleum engineers, landmen
and accounting personnel who administer all of the partnership's operations.

Plan of Operations

    The Partnership will participate in the drilling of approximately 100
gross wells in the first quarter of 1999.  It is anticipated that all of the
initial capital of the Partnership will be expended.

    See Item 2 herein for information concerning the Partnership's gas
wells.

Markets for Oil and Gas

    The availability of a market for any oil and gas produced from the
operations of the Partnership will depend upon a number of factors beyond
the control of the Partnership which cannot be accurately predicted.  These
factors include the proximity of the Partnership wells to and the capacity
of natural gas pipelines, the availability and price of competitive fuels,
fluctuations in seasonal supply and demand, and government regulation of
supply and demand created by its pricing and allocation restrictions. 
Oversupplies of gas can be expected to occur from time to time and may
result in the Partnership's wells being shut-in or curtailed.  Increased
imports of oil and natural gas have occurred and are expected to continue. 
The effects of such imports could adversely impact the market for domestic
oil and natural gas.





                                     2
<PAGE>
Competition

    The Partnership competes in marketing its gas with numerous companies
and individuals, many of which have financial resources, staffs and
facilities substantially greater than those of the Partnership or Petroleum
Development Corporation. 

State Regulations

    State regulatory authorities have established rules and regulations
requiring permits for well operations, reclamation bonds and reports
concerning operations.  States also have statutes and regulations concerning
the spacing of wells, environmental matters and conservation, and have
established regulations concerning the unitization and pooling of oil and
gas properties and maximum rates of production from oil and gas wells.  The
Partnership believes it has complied in all material respects with
applicable state regulations.

Federal Regulations

    Regulation of Liquid Hydrocarbons.  Liquid hydrocarbons (including crude
oil and natural gas liquids) were subject to federal price and allocation
controls until January 1981 when controls were effectively eliminated by
executive order of the President.  As a result, to the extent the
Partnership sells oil produced from its properties, those sales are at
unregulated market prices.

    Although it appears unlikely under present circumstances that controls
will be reimposed upon liquid hydrocarbons, it is possible Congress may
enact such legislation at a future date.  The impact of such legislation on
the Partnership would be minimal since the partnership expects to sell only
small quantities of liquid hydrocarbons, if any.

    Natural Gas Regulation.  Sale of natural gas by the Partnership is
subject to regulation of production, transportation and pricing by
governmental regulatory agencies.  Generally, the regulatory agency in the
state where a producing well is located regulates production activities and,
in addition, the transportation of gas sold intrastate.  The Federal Energy
Regulatory Commission (FERC) regulates the operation and cost of interstate
pipeline operators who transport gas.  Currently the price of gas to be sold
by the Partnership is not regulated by any state or federal agency.

    The FERC has adopted major changes in certain of its regulations and
continues to make additional changes that will significantly affect future
transportation and marketing of natural gas.

    The Partnership is uncertain how the recent or proposed regulations will
affect the marketing of its gas because it is unable to predict how all
interstate pipelines that receive its gas will respond to such rulemakings.

    Proposed Regulation.  Numerous proposals concerning energy are being
considered by the United States Congress, various state legislatures and
regulatory agencies.  The possible outcome and effect of these proposals
cannot be accurately predicted.

    Environmental and Safety Regulation.  The Partnership believes that it
complies, in all material respects, with all legislation and regulations
affecting its operations in the drilling and production of oil and gas wells
and the discharge of wastes.  To date, compliance with such provisions and
regulations has not had a material effect upon the Partnership's
expenditures for capital equipment, its operations or its competitive
position.  The cost of such compliance is not anticipated to be material in
the future.






                                     3
<PAGE>
ITEM 2.  PROPERTIES.

Drilling Activity and Productive Wells.

As of December 31, 1998, the Partnership had not drilled any wells. 
Therefore, there are no reserves as of that date.  The Partnership commenced
drilling in 1999 and drilled 75 wells (72 of which were productive) as of
March 17, 1999.  Drilling activity continues and it is estimated that the
partnership will participate in 20 additional wells.  All partnership wells
to date are development wells and drilling activity will be substantially
completed by March 31, 1999.

    A "productive well" is a well producing, or capable of producing, oil
and gas in commercial quantities.  


Title to Properties

    The Partnership's interests in producing acreage are in the form of
assigned direct interests in leases.  Such properties are subject to
customary royalty interests generally contracted for in connection with the
acquisition of properties and could be subject to liens incident to
operating agreements, liens for current taxes and other burdens.  The
Partnership believes that none of these burdens materially interfere with
the use of such properties in the operation of the Partnership's business.

    As is customary in the oil and gas industry, little or no investigation
of title is made at the time of acquisition of undeveloped properties (other
than a preliminary review of local mineral records).  Investigations are
generally made, including in most cases receiving a title opinion of legal
counsel, before commencement of drilling operations.  A thorough examination
of title has been made with respect to all of the Partnership's producing
properties and the Partnership believes that it has generally satisfactory
title to such properties.


ITEM 3.  LEGAL PROCEEDINGS.

    The Managing General Partner as driller/operator is not party to any
legal action that would materially affect the Managing General Partner's or
Partnership's operations or financial statements.


ITEM 4.  SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS.

    None. 


                                  PART II


ITEM 5.  MARKET FOR THE REGISTRANT'S COMMON EQUITY AND SECURITY HOLDER
MATTERS.

    At December 31, 1998, PDC 1998-D Limited Partnership had one Managing
General Partner, 11 Limited Partners who fully paid for 16.5 units at
$20,000 per unit of limited partnership interests and a total of 1,045
Additional General Partners who fully paid for 1,009.76305 units at $20,000
per unit of additional general partnership interests.  No established public
trading market exists for the interests.

    Limited and additional general partnership interests are transferable,
however no assignee of an interest in the Partnership can become a
substituted partner without the written consent of the transferor and the
Managing General Partner.




                                     4
<PAGE>
ITEM 6.  SELECTED FINANCIAL DATA.

    The selected financial data presented below has been derived from
audited financial statements of the Partnership appearing elsewhere herein.
<TABLE>
<C>                                                           <C>
                                                     December 31, 1998
                                                     (date of inception)

Oil and Gas Sales . . . . . . . . . . . . . . . . . .    $    -    
Costs and Expenses  . . . . . . . . . . . . . . . . .      531,122 
Net Loss  . . . . . . . . . . . . . . . . . . . . . .     (531,122)
Allocation of Net Loss: . . . . . . . . . . . . . . .
    Managing General Partner. . . . . . . . . . . . .       (3,598)
    Limited and Additional General Partners . . . . .     (527,524)
    Per Limited and Additional General Partner Unit .         (514)
Total Assets. . . . . . . . . . . . . . . . . . . . . . 22,321,221 
Distributions:
    Managing General Partner. . . . . . . . . . . . .          -   
    Limited and Additional General Partners . . . . .          -   
</TABLE>

ITEM 7.  MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
         AND RESULTS OF OPERATIONS.

Liquidity and Capital Resources

    The Partnership was funded with initial Limited and Additional General
Partner contributions of $20,525,261 and the Managing General Partner
contributed $4,464,244 in accordance with the Agreement.  Syndication and
management fee costs of $2,668,284 were incurred leaving available capital
of $22,321,221 for Partnership activities.

    The Partnership began exploration and development activities subsequent
to the funding of the Partnership.

    The Partnership had working capital at December 31, 1998 of $2,010.

    Operations are expected to be conducted with available funds and
revenues generated from oil and gas activities.  No bank borrowings are
anticipated.  

Results of Operations

    The Partnership's revenues from natural gas sales will be affected by
changes in prices.  Natural gas prices are subject to general market
conditions which drive the pricing changes.

    The principal effects of inflation upon the Partnership relate to the
costs required to drill, complete and operate oil and gas wells.  The
Partnership expects these costs to remain somewhat stable over the next
year.

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.
                                     5
<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 April 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.

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 and options contracts, outstanding at the date of adoption.

ITEM 8.  FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA:

    The response to this Item is set forth herein in a separate section of
this Report, beginning on Page F-1.


ITEM 9.  CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND
       FINANCIAL DISCLOSURE.

       NONE.

                                 Part III

ITEM 10. DIRECTORS AND EXECUTIVE OFFICERS OF THE COMPANY.

    The Partnership has no directors or executive officers.  The Partnership
is managed by Petroleum Development Corporation (the Managing General
Partner).  Petroleum Development Corporation's common stock is traded in the
NASDAQ National Market and Form 10-K for 1998 has been filed with the
Securities and Exchange Commission.  




                                     6
<PAGE>
ITEM 11.  MANAGEMENT REMUNERATIONS AND TRANSACTIONS.

       NON-APPLICABLE.

ITEM 12.  SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT.

       NON-APPLICABLE.

ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS.

    Pursuant to the authorization contained in the Limited Partnership
Agreement, PDC receives fees for services rendered and reimbursement of
certain expenses from the Partnership.  The following table presents
compensation or reimbursements by the Partnership to PDC or other related
parties on December 31, 1998 (date of inception).
<TABLE>
         <C>                                          <C>
      Footage Drilling Contracts, Services,
       Chemicals, Supplies, and Equipment         $22,301,221
      Syndication costs and management fee          2,668,284
      Tax return preparation                            9,670
      Direct administrative cost                        2,500
</TABLE>
                                  PART IV

ITEM 14. EXHIBITS, FINANCIAL STATEMENT SCHEDULES, AND REPORTS ON FORM 8-K.

           (a)   (1)  Financial Statements

                 See Index to Financial Statements on F-2

                 (2)  Financial Statement Schedules

                 See Index to Financial Statements on page F-2.  All
                 financial statement schedules are omitted because they are
                 not required, inapplicable, or the information is included
                 in the Financial Statements or Notes thereto.































                                     7
<PAGE>

                                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 1998-D Limited Partnership
                                              By its Managing General
                                              Partner Petroleum
                                              Development Corporation



                                              By /s/ James N. Ryan     
                                                James N. Ryan, Chairman



                                              March 24, 1999

      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/ James N. Ryan        Chairman, Chief Executive 
James N. Ryan            Officer and Director                March 24, 1999



/s/ Steven R. Williams   President and Director
Steven R. Williams                                           March 24, 1999



/s/ Dale G. Rettinger    Executive Vice President,
Dale G. Rettinger        Treasurer and Director              March 24, 1999
                         (principal financial and
                         accounting officer)



/s/ Roger J. Morgan      Secretary and Director
Roger J. Morgan                                              March 24, 1999


















                                     8<PAGE>





















                            PDC 1998-D LIMITED PARTNERSHIP
                            (A West Virginia Limited Partnership)

                            Financial Statements for Annual Report
                            on Form 10-K to Securities and Exchange
                            Commission

                            December 31, 1998 (Date of Inception) 
                            
                            (With Independent Auditors' Report Thereon)





























                                    F-1
<PAGE>
                      PDC 1998-D LIMITED PARTNERSHIP
                   (A West Virginia Limited Partnership)



                       Index to Financial Statements



Independent Auditors' Report                                          F-3
Balance Sheet - December 31, 1998                                     F-4
Statement of Operations -  December 31, 1998 
  (Date of Inception)                                                 F-5
Statement of Partners' Equity - December 31, 1998
  (Date of Inception)                                                 F-6
Statement of Cash Flows -  December 31, 1998
  (Date of Inception)                                                 F-7
Notes to Financial Statements                                         F-8




All financial statement schedules have been omitted because they are not
applicable or not required or for the reason that the required information
is shown in the financial statements or notes thereto.




































                                    F-2
<PAGE>








                       Independent Auditors' Report



To the Partners
PDC 1998-D Limited Partnership:

We have audited the financial statements of PDC 1998-D Limited Partnership
(a West Virginia limited partnership) as listed in the accompanying index. 
These financial statements are the responsibility of the Partnership's
management.  Our responsibility is to express an opinion on these financial
statements based on our audit.

We conducted our audit in accordance with generally accepted auditing
standards.  Those standards require that we plan and perform the audit to
obtain reasonable assurance about whether the financial statements are free
of material misstatement.  An audit includes examining, on a test basis,
evidence supporting the amounts and disclosures in the financial statements. 
An audit also includes assessing the accounting principles used and
significant estimates made by management, as well as evaluating the overall
financial statement presentation.  We believe that our audit provides a
reasonable basis for our opinion.

In our opinion, the financial statements referred to above present fairly,
in all material respects, the financial position of PDC 1998-D Limited
Partnership as of December 31, 1998, and the results of its operations and
its cash flows for December 31, 1998 (date of inception), in conformity with
generally accepted accounting principles.




                                                                 KPMG LLP



Pittsburgh, Pennsylvania
March 23, 1999














                                    F-3
<PAGE>
                      PDC 1998-D LIMITED PARTNERSHIP
                   (A West Virginia Limited Partnership)

                               Balance Sheet

                             December 31, 1998
<TABLE>
           <C>                                                 <C>

        Assets

Current assets:
    Cash                                                  $   20,000
        Total current assets                                  20,000

Oil and gas properties, successful efforts method
    (Notes 3 and 5):
      Unevaluated properties                              22,301,221
      

                                                         $22,321,221

    Current Liabilities and Partners' Equity

Current liabilities:
    Accrued expenses                                      $   17,990
      Total current liabilities                               17,990

Partners' equity                                          22,303,231


                                                         $22,321,221
</TABLE>


See accompanying notes to financial statements.






















                                    F-4
<PAGE>
                      PDC 1998-D LIMITED PARTNERSHIP
                   (A West Virginia Limited Partnership)
                                     
                          Statement of Operations

                   December 31, 1998 (Date of Inception)

<TABLE>
<C>                                                        <C>
Revenues:
    Sales of oil and gas                              $        -  


Expenses (note 3):
    Management fee                                        513,132 
    Independent audit fee                                   5,610 
    Franchise taxes                                           210 
    Tax return preparation                                  9,670 
    Direct administrative cost                              2,500 

                                                          531,122 

                  Net loss                            $  (531,122)


                  Net loss per limited and additional
                    general partner unit              $      (514)
</TABLE>

See accompanying notes to financial statements.






























                                    F-5
<PAGE>



                        PDC 1998-D LIMITED PARTNERSHIP
                     (A West Virginia Limited Partnership)

                         Statement of Partners' Equity

                     December 31, 1998 (Date of Inception)

<TABLE>
<C>                             <C>                <C>              <C>
                             Limited
                             and additional     Managing
                             general partners   general partner      Total    
Partners' initial capital
  contributions              $20,525,261          4,464,244      24,989,505
Syndication costs             (2,155,152)              -         (2,155,152)
Net loss                        (527,524)            (3,598)       (531,122)
 Balance, December 31, 1998  $17,842,585          4,460,646      22,303,231

</TABLE>
See accompanying notes to financial statements.



































                                      F-6
<PAGE>
                      PDC 1998-D LIMITED PARTNERSHIP
                   (A West Virginia Limited Partnership)

                          Statement of Cash Flows

                   December 31, 1998 (Date of Inception)

<TABLE>
<C>                                                           <C>

Cash flows from operating activities:
   Net loss                                              $   (531,122)
   Adjustments to reconcile net loss to net cash
     used by operating activities:
       Changes in operating assets and liabilities:
         Increase in accrued expenses                          17,990 
              
              Net cash used by operating activities          (513,132)

Cash flows from investing activities:
   Expenditures for unevaluated oil and gas properties    (22,301,221)

              Net cash used by investing activities       (22,301,221)

Cash flows from financing activities: 
   Limited and additional general partner contributions    20,525,261 
   Managing General Partner contribution                    4,464,244 
   Syndication cost paid                                   (2,155,152)

              Net cash provided from financing activities   22,834,353 

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


</TABLE>


See accompanying notes to financial statements.




















                                    F-7
<PAGE>
                      PDC 1998-D LIMITED PARTNERSHIP
                   (A West Virginia Limited Partnership)

                       Notes to Financial Statements

                             December 31, 1998

(1)  Summary of Significant Accounting Policies

    Partnership Financial Statement Presentation Basis

    The financial statements include only those assets, liabilities and 
      results of operations of the partners which relate to the business of
      PDC 1998-D Limited Partnership (the Partnership).  The statements do
      not include any assets, liabilities, revenues or expenses attributable
      to any of the partners' other activities.  At December 31, 1998,
      drilling of the wells of the Partnership had not commenced.  

    Oil and Gas Properties, Unevaluated

    The Partnership follows the successful efforts method of accounting for
      the cost of exploring for and developing oil and gas reserves.  Under
      this method, costs of development wells, including equipment and
      intangible drilling costs related to both producing wells and
      developmental dry holes, and successful exploratory wells are
      capitalized and amortized on an annual basis to operations by the
      units-of-production method using estimated proved developed reserves
      which will be determined at year end by an independent petroleum
      engineer.  If a determination is made that an exploratory well has not
      discovered economically producible reserves, then its costs are
      expensed as dry hole costs.  

    The Partnership assesses impairment of capitalized costs of proved oil
      and gas properties by comparing net capitalized costs to undiscounted
      future net cash flows on a field-by-field basis using expected prices. 
      Prices utilized in each years calculation for measurement purposes and
      expected costs are held constant.  If net capitalized costs exceed
      undiscounted future net cash flow, the measurement of impairment is
      based on estimated fair value which would consider future discounted
      cash flows.

    As of December 31, 1998, the Partnership signed a turnkey drilling
      agreement and paid drilling advances of $22,301,221 to Petroleum
      Development Corporation, Managing General Partner, for the drilling
      of the Partnership wells, leases and equipment.  The wells were not
      drilled as of December 31, 1998.  The Partnership commenced drilling
      in 1999 and drilled 75 wells (72 of which were productive) as of March
      17, 1999.  Drilling activity continues and it is estimated that the
      partnership will participate in 20 additional wells.  Seventy-four
      development and one exploratory well in the Sand Wash Basin of
      Colorado have been drilled to date.  All drilling activity is expected
      to be substantially completed by March 31, 1999.

    Based on the Managing General Partner's experience, management believes
      site restoration, dismantlement and abandonment costs, net of salvage
      to be immaterial in relation to operating costs.  These costs are
      being expensed when incurred.

    Income Taxes

    Since the taxable income or loss of the Partnership is reported in the
      separate tax returns of the partners, no provision has been made for
      income taxes on the Partnership's books.

                                                                 (Continued)
                                    F-8<PAGE>
                      PDC 1998-D LIMITED PARTNERSHIP
                   (A West Virginia Limited Partnership)

                 Notes to Financial Statements, Continued

    Under federal income tax laws, regulations and administrative rulings,
      certain types of transactions may be accorded varying interpretations. 
      Accordingly, the Partnership's tax return and, consequently,
      individual tax returns of the partners may be changed to conform to
      the tax treatment resulting from a review by the Internal Revenue
      Service.

    Use of Estimates

    Management of the Partnership has made a number of estimates and
      assumptions relating to the reporting of assets and liabilities and
      revenues and expenses and the disclosure of contingent assets and
      liabilities to prepare these financial statements in conformity with
      generally accepted accounting principles.  Actual results could differ
      from those estimates.  

(2)   Organization

      The Partnership was organized as a limited partnership on December 31,
        1998 in accordance with the laws of the State of West Virginia for
        the purpose of engaging in the drilling, completion and operation
        of oil and gas development and exploratory wells in the Northern
        Appalachian, Michigan and Colorado Basins.

      Purchasers of partnership units subscribed to and fully paid for 16.5
        units of limited partner interests and 1,009.76305 units of
        additional general partner interests at $20,000 per unit (Investor
        Partners).  Petroleum Development Corporation has been designated
        the Managing General Partner of the Partnership. Although costs,
        revenues and cash distributions allocable to the limited and
        additional general partners are shared pro rata based upon the
        amount of their subscriptions, including the Managing General
        Partner to the extent of its capital contributions, there are
        significant differences in the federal income tax effects and
        liability associated with these different types of units in the
        Partnership.

      Upon completion of the drilling phase of the Partnership's wells, all 
        additional general partners units are converted into units of
        limited partner interests and thereafter become limited partners of
        the Partnership.  Limited partners do not have any rights to convert
        their units into units of additional general partner interests in
        the Partnership.

      In accordance with the terms of the Partnership Agreement (the
        Agreement), the Managing General Partner manages all activities of
        the Partnership and acts as the intermediary for substantially all
        Partnership transactions.









                                    F-9
<PAGE>
                      PDC 1998-D LIMITED PARTNERSHIP
                   (A West Virginia Limited Partnership)

                 Notes to Financial Statements, Continued

(3)   Transactions with Managing General Partner and Affiliates

      The Partnership's transactions with the Managing General Partner
        include charges for the following:
<TABLE>
                       <C>                                      <C>
                                                        December 31, 1998
                                                      (date of inception)
              Drilling, completion and lease costs       $22,301,221
              Offering and organization costs 
               (includes reimbursements of 
               commissions and management fee)             2,668,284
              Tax return preparation                           9,670
              Direct administrative cost                       2,500
</TABLE>
(4)   Allocation

      The table below summarizes the participation of the Managing General
        Partner and the Investor Partners, taking account of the Managing
        General Partner's capital contribution equal to a minimum of 20% of
        the Initial Operating Capital, in the costs and revenues of the
        Partnership.
<TABLE>     <C>                                 <C>              <C>
                                                                   
                                                            Managing
                                             Investor       General
                                             Partners(2)(3) Partner (2)(3)
    Partnership Costs

Broker-dealer Commissions and Expenses(1). .    100%            0%
Management Fee . . . . . . . . . . . . . . .    100%            0%
Lease Costs. . . . . . . . . . . . . . . . .      0%          100%
Tangible Well Costs. . . . . . . . . . . . .      0%          100%
Intangible Drilling and Development Costs. .    100%            0%
Total Drilling and Completion Costs. . . . .     80%           20%
Operating Costs. . . . . . . . . . . . . . .     80%           20%
Direct Costs . . . . . . . . . . . . . . . .     80%           20%
Administrative Costs . . . . . . . . . . . .      0%          100%

    Partnership Revenues

Sale of Oil and Gas Production . . . . . . .     80%           20%
Sale of Productive Properties. . . . . . . .     80%           20%
Sale of Equipment  . . . . . . . . . . . . .      0%          100%
Sale of Undeveloped Leases . . . . . . . . .     80%           20%
Interest Income. . . . . . . . . . . . . . .     80%           20%
</TABLE>
____________________
[FN]
  (1) Organization and Offering Costs, net of the Dealer Manager
      commissions, discounts, due diligence expenses, and wholesaling fees
      of the Partnership were paid by the Managing General Partner and not
      from Partnership funds.  In addition, Organization and Offering
      Costs in excess of 10-1/2% of Subscriptions were paid by the
      Managing General Partner, without recourse to the Partnership.

  (2) To the extent that Investor Partners receive preferred cash
      distributions, the allocations for Investor Partners will be
      increased accordingly and the allocation for the Managing General
      Partner will likewise be decreased.

                                  F-10<PAGE>
                     PDC 1998-D LIMITED PARTNERSHIP
                  (A West Virginia Limited Partnership)

                Notes to Financial Statements, Continued

  (3) As set forth in the following paragraph, the allocation of profits,
      losses and cash distributions of the Managing General Partner might
      be increased, and the allocation of profits, losses, and cash
      distributions of the Investor Partners might be decreased in the
      event that the Managing General Partner were to invest more than the
      Managing General Partner's minimum required Capital Contribution to
      cover tangible equipment and lease costs.

      The Managing General Partner will pay for the Partnership's share of
      all Leases and tangible well equipment.  The entire Capital
      Contribution of the Investor Partners, after payment of brokerage
      commissions, due diligence reimbursement, and the Management Fee,
      will be utilized to pay for intangible drilling costs.  In the event
      that the Intangible Drilling Costs exceed the funds of the Investor
      Partners available for payment of Intangible Drilling Costs (herein
      "excess IDC"), a portion of the Capital Contribution of the Managing
      General Partner may be used to pay such excess IDC.  If the cost of
      Leases and tangible well equipment were to exceed the Managing
      General Partner's Capital Contribution of 21-3/4 percent of the
      aggregate Capital Contribution of the Investor Partners, then the
      Managing General Partner will increase its Capital Contribution to
      fund such additional capital requirements and the Managing General
      Partner's allocation of profits, losses, and cash distributions will
      be increased to equal the percentage arrived at by dividing the
      Capital Contribution made by the Managing General Partner by the
      Capital Available for Investment; the allocation of the Investor
      Partners will be decreased accordingly.
</FN>
(5)   Costs Relating to Oil and Gas Activities

      The Partnership is engaged solely in oil and gas activities, all of
        which are located in the continental United States.  Information
        regarding aggregate capitalized costs and results of operations
        for these activities is located in the basic financial statements. 
        Costs capitalized for these activities at December 31, 1998, are
        as follows:

        Unevaluated oil and gas properties             $22,301,221

      The following costs were incurred for the Partnership's oil and gas
        activities:
                                                   December 31, 1998
                                                 (date of inception)

      Unevaluated oil and gas properties                 $22,301,221

   Unevaluated oil and gas properties consist of payments to the managing
   general partner for drilling, completion, lease acquisition and
   gathering system costs on 75 wells drilled prior to March 17, 1999 and 
   20 additional wells to be drilled prior to March 31, 1999.  Seventy-two
   of the 75 wells drilled are productive.





                                  F-11

<PAGE>
                     PDC 1998-D LIMITED PARTNERSHIP
                  (A West Virginia Limited Partnership)

                Notes to Financial Statements, Continued


(6)   Income Taxes

   As a result of the differences in the treatment of certain items for
      income tax purposes as opposed to financial reporting purposes,
      primarily depreciation, depletion and amortization of oil and gas
      properties and the recognition of intangible drilling costs as an
      expense or capital item, the income tax basis of oil and gas
      properties differs from the basis used for financial reporting
      purposes.   At December 31, 1998, the income tax basis of the
      partnership's oil and gas properties was $4,396,086.

(7)   Supplemental Reserve Information

   As of December 31, 1998, the Partnership had not commenced drilling of
      wells.  Therefore, no oil and gas reserve information is presented.








































                                  F-12