CONFORMED COPY


                    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, 1999

  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 91
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 participated in the drilling of 97 gross wells and will
continue to operate and produce its 89 gross productive wells.  The
Partnership does not have unexpended initial capital and no additional
drilling activity is planned.

    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

Derivatives and Hedging Activities

    The Managing General Partner utilizes commodity based derivative
instruments as hedges to manage a portion of its and various limited
partnerships' exposure to price volatility stemming from natural gas
production and marketing activities.  These instruments consist of natural
gas futures and option contracts traded on the New York Mercantile Exchange.
The futures and option contracts hedge committed and anticipated natural gas
purchases and sales, generally forecasted to occur within a 12 month period.
The Managing General Partner does not hold or issue derivatives for trading
or speculative purposes and permits utilization of hedges only if there is
an underlying physical position.

    The Managing General Partner has extensive experience with the use of
financial hedges to reduce the risk and impact of natural gas price changes.
These hedges are used to coordinate fixed and variable priced purchases and
sales  and to "lock in" fixed prices from time to time for the Managing
General Partner and its various limited partnerships' share of production.
In order for future contracts to serve as effective hedges, there must be
sufficient correlation to the underlaying hedged transaction.  While hedging
can help provide price protection if spot prices drop, hedges can also
limited upside potential.

    Despite the measure taken by the Managing General Partner to attempt to
control price risk, the Partnership remains subject to price fluctuations
for natural gas sold in the spot market.  The Managing General Partner
continues to evaluate the potential for reducing these risks by entering
into hedge transactions.  In addition, the Managing General Partner may also
close out any portion of hedges that may exist from time to time.

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.







                                     3

    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.

ITEM 2.  PROPERTIES.

Drilling Activity

    The following table sets forth the results of drilling activity from
December 31, 1998 (date of inception) to  March 15, 2000, of the Partnership
which was conducted in the Continental United States.
<TABLE>
<C>                         <C>     <C>   <C>        <C>    <C>      <C>
                                         Development Wells
                               Gross                      Net
                        Productive  Dry Total   Productive  Dry    Total
Period Ended
March 15, 2000. . .         89      8    97         65.81   7.57    73.38
</TABLE>
    The Partnership drilled three dry exploratory wells (2.69 net), two in
Colorado and one in Michigan.  No additional drilling activity is planned.

Summary of Productive Wells

    The table below shows the number of the Partnership's gross and net
wells by state as of March 15, 2000.
<TABLE>
         <C>              <C>         <C>
                        Natural Gas Wells
     Location          Gross          Net
     Michigan             37        15.02
     Pennsylvania         42        40.83
     West Virginia        10         9.96
        Total             89        65.81
</TABLE>
    A "productive well" is a well producing, or capable of producing, oil
and gas in commercial quantities.  For purposes of the above table, a "gross
well" is one in which the Partnership has a working interest and a "net
well" is a gross well multiplied by the Partnership's working interest to
which it is entitled under its drilling agreement.




                                     4

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.

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.

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>                   <C>

                                                              December 31,
                                         Year Ended           1998 (date of
                                      December 31, 1999       inception)

Oil and Gas Sales . . . . . . . . .   $  1,192,967                 -
Costs and Expenses  . . . . . . . .     13,697,791              531,122
Net Loss  . . . . . . . . . . . . .    (12,503,892)            (531,122)
Allocation of Net Loss: . . . . . .
    Managing General Partner. . . .     (2,500,778)              (3,598)
    Limited and Additional
     General Partners . . . . . . .    (10,003,114)            (527,524)
    Per Limited and Additional
    General Partner Unit. . . . . .         (9,747)                (514)
Total Assets. . . . . . . . . . . .      9,363,434           22,321,221
Distributions:
Managing General Partner. . . . . .         94,041                  -
Limited and Additional
 General Partners . . . . . . . . .        376,166                  -
</TABLE>
                                     5

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 and completed these activities by December
31, 1999.  Ninety-seven wells have been drilled, eighty-nine of which have
been completed as producers.  No additional wells will be drilled.

    The Partnership had working capital at December 31, 1999 of $340,032.

    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

1999 Results

    Oil and gas sales commenced during the second quarter of 1999 with
revenue distributions to the partners commencing in the third quarter.  The
net loss of $12,503,892 was primarily due to the impairment charge for oil
and gas properties which amounted to $10,764,226 in 1999.  This impairment
resulted from net capitalized costs exceeding estimated undiscounted future
net cash flows.  The impairment was based on estimated fair value which
considered future discounted cash flows.  Cash distributions to the the
partners amounted to $470,207 in 1999.

    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

    The Partnership experienced no known disruptions as a result of the year
date change and intends to continue monitoring its critical systems at
various other date changes during the Year 2000.

    The Partnership expenditures for addressing Year 2000 issues were not
material, nor does the Partnership expect to incur any significant costs
addressing Year 2000 issues in the future.

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.  SFAS No. 133
standardized the accounting for derivative instruments, including certain
derivative instruments embedded in other contracts.  SFAS No. 133 is
effective for years beginning after June 15, 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 option contracts, outstanding
at the date of adoption.

                                     6
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 1999 has been filed with the
Securities and Exchange Commission.

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 for the periods listed below:
<TABLE>
<C>                                       <C>                <C>

                                        Year Ended         December 31,
                                        December 31,        1998 Date
                                            1999           of Inception

Footage Drilling Contracts, Services,
 Chemicals, Supplies, and Equipment      $    -             22,301,221
Syndication costs and management fee          -              2,668,284
Lifting costs                              356,464                -
Tax return preparation                       8,960               9,670
Direct administrative cost                   2,971               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
                                                           CONFORMED COPY

                                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, 2000

      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, 2000



/s/ Steven R. Williams   President and Director
Steven R. Williams                                           March 24, 2000



/s/ Dale G. Rettinger    Executive Vice President,
Dale G. Rettinger        Treasurer and Director              March 24, 2000
                         (principal financial and
                         accounting officer)



/s/ Roger J. Morgan      Secretary and Director
Roger J. Morgan                                              March 24, 2000



















                                     8




















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

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

                            Year Ended December 31, 1999 and
                            December 31, 1998 (Date of Inception)

                            (With Independent Auditors' Report Thereon)





























                                    F-1

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



                       Index to Financial Statements



Independent Auditors' Report                                          F-3
Balance Sheet - December 31, 1999 and 1998                            F-4
Statement of Operations -  Year Ended December 31, 1999
  and December 31, 1998 (Date of Inception)                           F-5
Statement of Partners' Equity - Year Ended December 31, 1999
  and December 31, 1998 (Date of Inception)                           F-6
Statement of Cash Flows -  Year Ended December 31, 1999
  and 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









                       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 audits.

We conducted our audits in accordance with generally accepted auditing
standards.  Those standards require that we plan and perform the audits 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 audits provide 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, 1999 and 1998, and the results of its
operations and its cash flows for the years ended December 31, 1999 and
December 31, 1998 (date of inception), in conformity with generally accepted
accounting principles.




                                                                 KPMG LLP



Pittsburgh, Pennsylvania
March 24, 2000














                                    F-3

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

                              Balance Sheets

                        December 31, 1999 and 1998
<TABLE>
<C>                                                <C>              <C>

    Assets                                        1999            1998

Current assets:
  Cash                                       $     8,038           20,000
  Accounts receivable - oil and gas revenues     366,296             -
    Total current assets                         374,334           20,000

Oil and gas properties, successful
 efforts method (Notes 3 and 5):              10,123,711       22,301,221
    Less accumulated depreciation,
     depletion, and amortization               1,134,611             -
                                               8,989,100       22,301,221

                                             $ 9,363,434       22,321,221

  Current Liabilities and Partners' Equity

Current liabilities:
  Accrued expenses                           $    34,302           17,990
    Total current liabilities                     34,302           17,990

Partners' equity                               9,329,132       22,303,231


                                             $ 9,363,434       22,321,221
</TABLE>


See accompanying notes to financial statements.






















                                    F-4

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

                         Statements of Operations

  Year Ended December 31, 1999 and December 31, 1998 (Date of Inception)
<TABLE>
<C>                                           <C>              <C>


                                              1999            1998

Revenues:
Sales of oil and gas                     $1,192,967             -
Interest income                                 932             -
                                          1,193,899             -

Expenses (note 3):
  Lifting cost                              356,464            -
  Management fee                               -            513,132
  Independent audit fee                       5,330           5,610
  Franchise taxes                             5,945             210
  Tax return preparation                      8,960           9,670
  Direct administrative cost                  2,971           2,500
  Independent engineering cost                6,000            -
  Exploratory dry hole cost               1,413,284            -
  Loss on impairment of oil
   and gas properties                    10,764,226            -
  Depreciation, depletion
   and amortization                       1,134,611            -
                                         13,697,791         531,122

    Net loss                           $(12,503,892)       (531,122)


    Net loss per limited
      and additional
      general partner unit              $    (9,747)           (514)

</TABLE>
See accompanying notes to financial statements.




















                                    F-5




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

                         Statement of Partners' Equity

    Year Ended December 31, 1999 and 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

Distributions to partners        (376,166)          (94,041)        (470,207)
Net loss                      (10,003,114)       (2,500,778)     (12,503,892)
 Balance, December 31, 1999  $  7,463,305         1,865,827        9,329,132
</TABLE>

See accompanying notes to financial statements.


































                                      F-6

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

                             Statements of Cash Flows

                         Year Ended December 31, 1999 and
                       December 31, 1998 (Date of Inception)

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

                                                      1999                1998


Cash flows from operating activities:
      Net loss                                 $(12,503,892)             (531,122)
      Adjustments to reconcile net loss
      to net cash provided from (used by)
      operating activities:
        Depreciation, depletion
         and amortization                         1,134,611                  -
        Loss on impairment of oil
         and gas properties                      10,764,226                  -
        Exploratory dry hole cost                 1,413,284                  -
        Changes in operating assets
          and liabilities:
          Increase in accounts receivable -
            oil and gas revenues                   (366,296)                 -
            Increase in accrued expenses             16,312                17,990

            Net cash provided from
            (used by) operating activities          458,245              (513,132)

Cash flows from investing activities:
      Expenditures for
       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)
      Distributions to partners                    (470,207)                 -

            Net cash (used by) provided
            from financing activities              (470,207)           22,834,353

Net (decrease) increase in cash                     (11,962)                 -
Cash at beginning of period                          20,000                  -
Cash at end of period                            $    8,038                20,000

</TABLE>



See accompanying notes to financial statements.



                                        F-7

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

                           Notes to Financial Statements

                Year Ended December 31, 1999 and 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.

        Oil and Gas Properties

        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.  During 1999 the loss
          on impairment of oil and gas properties as reflected in the
          Statement of Operations amounted to $10,764,226.

        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

                          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.

        Derivatives and Hedging Activities

        The Managing General Partner utilizes commodity based derivative
          instruments as hedges to manage a portion of its and various
          limited partnerships' exposure to price volatility stemming from
          natural gas production and marketing activities.  These instruments
          consist of natural gas futures and option contracts traded on the
          New York Mercantile Exchange.  The futures and option contracts
          hedge committed and anticipated natural gas purchases and sales,
          generally forecasted to occur within a 12 month period. The
          Managing General Partner does not hold or issue derivatives
          for trading or speculative purposes and permits utilization of
          hedges only if there is an underlying physical position.

        As of December 31, 1999 and 1998, the Managing General Partner had
          futures contracts for the purchase of $4,318,000 and $1,120,300 of
          natural gas, respectively relating to the Managing General Partner
          and the Managing General Partner's various limited partnerships.
          While these contracts have nominal carrying value, their fair
          value, represented by the estimated amount that would be received
          upon termination of the contracts, based on market quotes, was a
          net value of $350,000 at December 31, 1999 and $(105,400) at
          December 31, 1998.  Realized gains and losses on these contracts
          are allocated to the Managing General Partner and the Managing
          General Partner's various limited partnerships.

        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.

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

                     Notes to Financial Statements, Continued

          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.

(3)       Transactions with Managing General Partner and Affiliates

          The Partnership's transactions with the Managing General Partner
            include charges for the following:
                                                              December 31,
                                            Year Ended        1998 (date of
                                            December 31,1999   inception)
            Drilling, completion and
             lease costs                      $    -            22,301,221
            Offering and organization costs
             (includes reimbursements of
             syndication cost and management
             fee)                                  -             2,668,284
            Lifting costs                       356,464               -
            Tax return preparation                8,960              9,670
            Direct administrative cost            2,971              2,500

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

                Notes to Financial Statements, Continued

  (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.

  (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.


















                                  F-11

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

                Notes to Financial Statements, Continued

(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, 1999 and
        1998, are as follows:

<TABLE>
<C>                                        <C>              <C>
                                              December 31,
                                          1999            1998

   Unevaluated oil and
    gas properties                 $       -           22,301,221
   Lease acquisition costs              460,141              -
   Intangible development costs      16,510,178              -
   Well equipment                     3,917,618              -
   Impairment charge                (10,764,226)             -   )
                                   $ 10,123,711        22,301,221

   This following costs were incurred for the Partnership's oil and gas
   activities:

                                     Year Ended
                                      December       December 31, 1998
                                      31, 1999       (date of inception)
   Costs incurred:
   Unevaluated Oil and
     gas properties                 $(1,413,284)      $22,301,221
   Exploratory dry hole cost          1,413,284              -
                                    $      -           22,301,221
</TABLE>

(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, 1999 and 1998, the income tax basis of
        the partnership's oil and gas properties was $3,831,866 and
        $4,396,086, respectively.













                                  F-12

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

                      Notes to Financial Statements

(7)   Supplemental Reserve Information

      Proved oil and gas reserves of the Partnership have been estimated
        by an independent petroleum engineer, Wright & Company, Inc.
        These reserves have been prepared in compliance with the
        Securities and Exchange Commission rules based on year end prices.
        A copy of the reserve report has been made available to all
        partners.  All of the partnership's reserves are proved developed.
        An analysis of the change in estimated quantities of proved
        developed oil and gas reserves is shown below:

                                                   Natural gas
                                                      (mcf)
  Proved developed reserves as of
   December 31, 1998                                    -
  Extensions, discoveries and other additions       9,546,038
  Production                                         (495,238)

  Proved developed reserves as of
  December 31, 1999                                 9,050,800





































                                  F-13