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, 1997

  Commission File Number  033-50192

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

                       PDC 1993-E LIMITED PARTNERSHIP                          
               (Exact name of registrant as specified in its charter)



    West Virginia                                             55-0728949       
(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 1993-E Limited Partnership ("the Partnership") is a limited 
partnership formed on December 31, 1993 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, 1993, the Partnership
has been engaged in onshore, domestic gas exploration exclusively in the 
Northern Appalachian Basin.  A total of 5 limited partners contributed 
initial capital of $110,000; a total of 527 additional general partners 
contributed initial capital of $7,248,795; and PDC (Managing General Partner)
contributed $715,438 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                  82%   

            Managing General Partner            18%   

      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 90% by the additional general and 
limited partners and 10% by the Managing General Partner.

Employees

      The Partnership has no employees, however, PDC has approximately 75
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 approximately 36 gross
wells and will continue to operate and produce its 34 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.

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. 


                                       2
<PAGE>
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 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, 1993 (date of inception) to March 15, 1998, of the Partnership which was
conducted in the continental United States.









                                       3
<PAGE>
                                        Development Wells              

                                Gross                    Net           

                       Productive   Dry Total   Productive   Dry    Total
Period Ended
 March 15, 1998. . .          34     2   36       33.33     1.99    35.32

      The Partnership has not participated in any exploratory wells.  No 
additional drilling activity is planned.

Productive Wells

      The following table summarizes the Partnership's total gross and net 
interests in productive wells at March 15, 1998.  No additional drilling 
activity is planned.
<TABLE>
<S>                   <S>            <S>                <S>            <S>

                                Productive Gas Wells

Well Name         County            State             Gross             Net
Fischer #2        Barbour            WV                 1              .995
Cook #1           Taylor             WV                 1              .995
Duckworth #2      Barbour            WV                 1              .995
Coaltrain #9      Taylor             WV                 1              .995
Shriver #1, S.    Taylor             WV                 1              .995
Marsh #3          Taylor             WV                 1              .995
Underwood #1      Doddridge          WV                 1              .995
Shriver #1, J.    Taylor             WV                 1              .995
Underwood #2      Doddridge          WV                 1              .995
Skyhawk Dev. #1   Harrison           WV                 1              .995
USA #34           Lewis              WV                 1              .970
Wilson #2         Doddridge          WV                 1              .995
Gobel #2          Taylor             WV                 1              .995
Pond Fork #117    Boone              WV                 1              .920
Cox Heirs #2      Doddridge          WV                 1              .995
USA #30           Lewis              WV                 1              .970
Dot #1            Harrison           WV                 1              .995
Wilson #1         Doddridge          WV                 1              .995
Pond Fork #114    Boone              WV                 1              .920
Cox Heirs #3      Doddridge          WV                 1              .995
USA #15           Lewis              WV                 1              .970
Rogers #1         Doddridge          WV                 1              .995
Cox Heirs #1      Doddridge          WV                 1              .995
Zinn #1           Barbour            WV                 1              .995
Pond Fork #115    Boone              WV                 1              .920
USA #91           Lewis              WV                 1              .970
Cox Heirs #4      Doddridge          WV                 1              .995
Pond Fork #116    Boone              WV                 1              .920
Dustman #1        Barbour            WV                 1              .995
USA #81           Lewis              WV                 1              .970
Mayle #1, F.      Barbour            WV                 1              .995
Pond Fork #118    Boone              WV                 1              .920
Upton #1          Barbour            WV                 1              .995
Cox Heirs #5      Doddridge          WV                 1              .995
                                                       34            33.330
</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.

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.


                                          4
<PAGE>
      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, 1997, PDC 1993-E Limited Partnership had one Managing 
General Partner, 5 Limited Partners who fully paid for 5.50 units at $20,000
per unit of limited partnership interests and a total of 527 Additional 
General Partners who fully paid for 362.44 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>
<S>                                                    <S>         <S>           <S>
                                                         Years ended December 31,      
                                                     1997         1996        1995  

Oil and Gas Sales . . . . . . . . . . . . . . . . $  739,346      804,950     696,058 
Costs and Expenses  . . . . . . . . . . . . . . .    560,120      656,671     759,930 
Net income (loss) . . . . . . . . . . . . . . . .    189,011      154,318     (55,703)
Allocation of Net Income (loss):
   Managing General Partner. . . . . . . . . . . . .  45,420       44,687      24,540 
   Limited and Additional General Partners . . . . . 143,591      109,631     (80,243)
   Per Limited and Additional General Partner Unit .     390          298        (218)
Total Assets. . . . . . . . . . . . . . . . . . .  5,828,792    6,169,974   6,549,353 
Distributions:
   Managing General Partner. . . . . . . . . .        79,770       82,792      73,940 
   Limited and Additional General Partners . .       453,896      455,616     357,759 
</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 $7,358,795 and the Managing General Partner 
contributed $715,438 in accordance with the Agreement.  Offering, 
organization and legal costs of $919,850 were incurred leaving available
capital of $7,154,383 for Partnership activities.

      The Partnership began exploration and development activities subsequent
to the funding of the Partnership and completed well activities by December 
31, 1994.  Thirty-six wells have been drilled, of which thirty-four have been
completed as producing wells. No additional wells will be drilled.

      The Partnership had net working capital at December 31, 1997 of $101,128.

                                           5<PAGE>
      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

1997 Compared with 1996

      Oil and gas sales decreased 8.2% in 1997 compared to 1996 due to lower 
average sales prices and sales volumes.  Cash distributions to the partners 
decreased from $538,408 in 1996 to $533,666 during 1997 for the reasons 
outlined above.


1996 Compared with 1995

      Oil and gas sales increased 15.6% in 1996 compared to 1995 due to 
higher average sales prices offset in part by lower sales volumes.  Cash
distributions to the partners increased from $431,699 in 1995 to $538,408
during 1996 for the same reason outlined above.

      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

      PDC, who administers all aspects of the Partnership, has assessed the 
extent of Year 2000 Issues affecting PDC and the Partnership.  PDC believes 
that the new computer system, including operating software currently being 
installed along with modifications being made by PDC's computer technicians
will address the dating system flaw inherent in most operating systems.  PDC
expects to be fully Year 2000 Compliant by the end of 1998.  PDC does not 
currently expect to charge the Partnership for any portion of PDC's cost to 
become Year 2000 Compliant.

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 1997 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.






                                           6
<PAGE>
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 during the years ended December 31. 
<TABLE>
<S>                                               <S>          <S>         <S>
                                                 1997        1996        1995   
Operator's Charges                             $196,428     249,371     250,467 
Tax return preparation                            3,600       3,610       3,550 
Direct adminstrative cost                         1,366       1,851       1,714 

</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>
                                                              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 1993-E Limited Partnership
                                                By its Managing General Partner
                                                Petroleum Development 
                                                Corporation



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



                                                March 23, 1998

   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 23, 1998



/s/ Steven R. Williams     President and Director
Steven R. Williams                                             March 23, 1998



/s/ Dale G. Rettinger      Executive Vice President,
Dale G. Rettinger          Treasurer and Director              March 23, 1998
                           (principal financial and
                           accounting officer)



/s/ Roger J. Morgan        Secretary and Director
Roger J. Morgan                                                March 23, 1998





















                                           8
<PAGE>




















                              PDC 1993-E LIMITED PARTNERSHIP
                              (A West Virginia Limited Partnership)

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

                              Years Ended December 31, 1997, 1996 and 1995 

                              (With Independent Auditors' Report Thereon)































                                          F-1<PAGE>
                            PDC 1993-E LIMITED PARTNERSHIP
                         (A West Virginia Limited Partnership)



                             Index to Financial Statements



Independent Auditors' Report                                            F-3
Balance Sheets - December 31, 1997 and 1996                             F-4
Statements of Operations 
 - Years Ended December 31, 1997, 1996 and 1995                         F-5
Statements of Partners' Equity 
 - Years Ended December 31, 1997, 1996 and 1995                         F-6
Statements of Cash Flows 
 - Years Ended December 31, 1997, 1996 and 1995                         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 1993-E Limited Partnership:

We have audited the financial statements of PDC 1993-E 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 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 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 1993-E Limited 
Partnership as of December 31, 1997 and 1996, and the results of its
operations and its cash flows for each of the years in the three year period 
ended December 31, 1997, in conformity with generally accepted accounting 
principles.




                                                      KPMG Peat Marwick LLP



Pittsburgh, Pennsylvania
March 19, 1998
















                                          F-3
<PAGE>
                            PDC 1993-E LIMITED PARTNERSHIP
                         (A West Virginia Limited Partnership)

                                    Balance Sheets

                              December 31, 1997 and 1996
<TABLE>
<S>                                                       <S>           <S>
      Assets                                            1997          1996  

Current assets:
    Cash                                            $    1,722          728 
    Accounts receivable - oil and gas revenues         133,106      140,097 
      Total current assets                             134,828      140,825 

Oil and gas properties,
    successful efforts method
    (Notes 3 and 5):
      Oil and gas properties                         7,115,383    7,115,383 
      Less accumulated depreciation, depletion,
       and amortization                              1,427,368    1,098,679 
                                                     5,688,015    6,016,704 

Other assets (net of amortization of
     $26,529 and $20,033)                                5,949       12,445 

                                                    $5,828,792    6,169,974 

    Current Liabilities and Partners' Equity

Current liabilities:
    Accrued expenses                                $   33,700       30,227 
      Total current liabilities                         33,700       30,227 

Partners' equity                                     5,795,092    6,139,747 


                                                    $5,828,792    6,169,974 


</TABLE>
See accompanying notes to financial statements.


















                                          F-4
<PAGE>
                            PDC 1993-E LIMITED PARTNERSHIP
                         (A West Virginia Limited Partnership)
                                           
                               Statements of Operations

                       Years Ended December 31, 1997, 1996 and 1995
<TABLE>
<S>                                            <S>          <S>         <S>
                                              1997         1996       1995  

Revenues:
  Sales of oil and gas                      $739,346      804,950   696,058 
  Transportation revenue                       7,524        4,047     5,146 
  Interest income                              2,261        1,992     3,023 
                                             749,131      810,989   704,227 

Expenses (note 3):
  Lifting cost                               196,428      249,371   250,467 
  Independent audit fee                        7,189        6,795     7,293 
  Franchise taxes                             16,352       16,177    22,411 
  Tax return preparation                       3,600        3,610     3,550 
  Direct administrative cost                   1,366        1,851     1,714 
  Independent engineering cost                  -            -        4,549 
  Depreciation, depletion and amortization   335,185      378,867   469,946 

                                             560,120      656,671   759,930 

    Net income (loss)                       $189,011      154,318   (55,703)


    Net income (loss) per limited and
      additional general partner unit       $    390          298      (218)

</TABLE>
See accompanying notes to financial statements.




























                                          F-5<PAGE>
                             PDC 1993-E LIMITED PARTNERSHIP
                         (A West Virginia Limited Partnership)

                            Statements of Partners' Equity

                      Years Ended December 31, 1997, 1996 and 1995

<TABLE>
<S>                                <S>              <S>              <S>
                              Limited 
                              and additional    Managing          
                              general partners  general partner     Total 

Balance, December 31, 1994      6,314,138         697,101       7,011,239 
Net income (loss)                 (80,243)         24,540         (55,703)
Distributions to partners        (357,759)        (73,940)       (431,699)

Balance, December 31, 1995      5,876,136         647,701       6,523,837 

Net income                        109,631          44,687         154,318 
Distributions to partners        (455,616)         (82,792)      (538,408)

Balance, December 31, 1996     $5,530,151         609,596       6,139,747 

Net income                        143,591          45,420         189,011 
Distributions to partners        (453,896)        (79,770)       (533,666)

Balance, December 31, 1997     $5,219,846         575,246       5,795,092 

</TABLE>
 

See accompanying notes to financial statements.

























                                          F-6
<PAGE>
                          PDC 1993-E LIMITED PARTNERSHIP
                       (A West Virginia Limited Partnership)

                             Statements of Cash Flows

                      Years Ended December 31, 1997, 1996 and 1995
<TABLE>
<S>                                              <S>           <S>           <S>

                                                 1997         1996          1995  
Cash flows from operating activities:
      Net income (loss)                     $  189,011       154,318      (55,703)
      Adjustments to reconcile net
       income (loss) to net cash
       provided from operating activities:
          Depreciation, depletion, and
           amortization                        335,185       378,867      469,946 
          Changes in operating assets and
           liabilities:
            Decrease (increase) in
             accounts receivable - oil
             and gas revenues                    6,991          (473)       7,068 
            Increase in accrued expenses         3,473         4,711       10,059 
            
            Net cash provided from
             operating activities              534,660       537,423      431,370 

Cash flows from financing activities:
      Distributions to partners               (533,666)     (538,408)    (431,699)

            Net cash used by 
             financing activities             (533,666)     (538,408)    (431,699)

Net increase (decrease) in cash                    994          (985)        (329)
Cash at beginning of period                        728         1,713        2,042 
Cash at end of period                        $   1,722           728        1,713 


</TABLE>


See accompanying notes to financial statements.





















                                        F-7
<PAGE>
                          PDC 1993-E LIMITED PARTNERSHIP
                       (A West Virginia Limited Partnership)

                           Notes to Financial Statements

                   Years Ended December 31, 1997, 1996 and 1995

(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 1993-E 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 determined by the Managing General Partner's petroleum
          engineers at December 31, 1997 and 1996 and by an independent 
          petroleum engineer, Wright & Company, Inc. at December 31,
          1995.  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 cash flows on a field-by-field basis using
          expected prices.  Prices utilized 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.

        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.

        Other Assets

        Other assets consist of costs incurred to organize the entity as a 
          limited partnership.  Other assets are being amortized over five 
          years for both tax and financial reporting purposes.

        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.

        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.








                                                                 (Continued)
                                        F-8
<PAGE>
                          PDC 1993-E LIMITED PARTNERSHIP
                       (A West Virginia Limited Partnership)

                     Notes to Financial Statements, Continued

        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 
          liablities to prepare these financial statements in conformity with
          generally accepted accounting principles.  Actual results could 
          differ from those estimates.  Estimates which are particularly 
          significant to the financial statements include estimates of oil
          and gas reserves and future cash flows from oil and gas properties.

(2)     Organization

        The Partnership was organized as a limited partnership on December 
          31, 1993 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 West
          Virginia.

        Purchasers of partnership units subscribed to and fully paid for 5.5 
          units of limited partner interests and 362.44 units of additional 
          general partner interests at $20,000 per unit (collectively, 
          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 10% 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 written notice to the Managing General Partner, additional general 
          partners have the right to convert their units into units of limited
          partner interests at any time after one year 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:

                                           Years ended December 31,        
                                       1997          1996           1995 
        Lifting costs             $196,428       249,371         250,467
        Tax return preparation       3,600         3,610           3,550
        Direct administrative cost   1,366         1,851           1,714


                                                                  (Continued)
                                       F-9
<PAGE>
                          PDC 1993-E LIMITED PARTNERSHIP
                       (A West Virginia Limited Partnership)
  
                      Notes to Financial Statements, Continued


(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 10% of the Initial
     Operating Capital, in the costs and revenues of the Partnership.
<TABLE>
<S>                                          <S>              <S>
                                                           Managing General
Partnership costs                      Investor Partners   Partner         
Organization and offering costs            99%                 1%
Undeveloped lease costs                    90%                10%
Drilling and completion costs              90%                10%
Intangible drilling and development
 costs                                     99%                 1%
Operating costs (1)                        82%                18%
Direct costs (2)                           82%                18%
Administrative costs                        0%               100%
Interest expense                           (3)                (3)

Partnership revenues

Sale of oil and gas production (4)         82%                18%
Sale of productive properties (5)          82%                18%
Sale of undeveloped leases                 90%                10%
Interest income                            82%                18%
</TABLE>
[FN]
         (1)   Represents operating costs incurred after the completion 
               of productive wells, including monthly per-well charges paid to
               the Managing General Partner.

         (2)   Direct costs were allocated 90% to the Investor Partners and 10%
               to the Managing General Partner during drilling.  After drilling,
               allocations are made in accordance with the table above.  The
               Managing General Partner receives monthly reimbursement from the
               Partnership for direct costs incurred by the Managing General
               Partner on behalf of the Partnership.

         (3)   Although borrowings by the Partnership are not anticipated,
               interest, associated expenses of borrowings, and deductions
               attributable to such borrowings if any, will be allocated and
               charged to the Investor Partners and the Managing General Partner
               according to the partners' shares of "economic risk of loss" in
               the loans, or, if no partner bears the economic risk of loss, in
               accordance with the partnership agreement.

         (4)   The revenues and expenses allocated to the partners are subject
               to a special provision in the partnership agreement, whereby the
               allocable share of revenues and expenses of the Investor Partners
               in each producing well may be increased and the interest of the
               Managing General Partner in each well may be decreased if such
               well fails to meet certain production levels.  The shifting of
               the allocable share of revenues and expenses to the Investor
               Partners in the event that certain prescribed production levels
               are not attained may also serve to shift an increased amount of
               cash distributions to the Investor Partners and a decreased
               amount of cash distributions to the Managing General Partner.


                                                                   (Continued)
                                     F-10<PAGE>
                        PDC 1993-E  LIMITED PARTNERSHIP
                     (A West Virginia Limited Partnership)

                   Notes to Financial Statements, Continued

         (5)   In the event of the sale or other disposition of a productive
               well, a lease upon which such well is situated, or any equipment
               related to any such lease or well, the proceeds from such sale or
               disposition shall be allocated and credited to the partners as
               oil and gas revenues are allocated.  The term "proceeds" above
               does not include revenues from a royalty, overriding royalty,
               lease interest reserved, or other promotional consideration
               received by the Partnership in connection with any sale or
               disposition, which revenues shall be allocated to the Investor
               Partners and the Managing General Partner in the same percentages
               that oil and gas revenues are allocated.  No such sales have
               occurred.
</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 are presented below:

                                                    December 31,        

                                                 1997         1996      

         Lease acquisition costs             $  102,267      102,267 
         Intangible development costs         5,022,812    5,022,812 
         Well equipment                       1,990,304    1,990,304 
                                             $7,115,383    7,115,383 

(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, 1997 and 1996, the income tax basis of
           the partnership's oil and gas properties was $723,978 and $972,663,
           respectively.






















                                     F-11
<PAGE>
                        PDC 1993-E  LIMITED PARTNERSHIP
                     (A West Virginia Limited Partnership)

                   Notes to Financial Statements, Continued


(7)      Supplemental Reserve Information (Unaudited)

         Proved reserves of the Partnership have been estimated by a the
           Managing General Partner's petroleum engineers at December 31, 1997
           and 1996 and by an independent petroleum engineer, Wright & Company,
           Inc. at December 31, 1995.  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 reserves is shown below:
                                                         Natural gas
                                                            (mcf)   

        Proved developed reserves as of 
         December 31, 1994                                6,589,612 

        Revisions of previous estimates                    (910,249)
        Production                                         (355,043)

        Proved developed reserves as of
         December 31, 1995                                5,324,320 

        Revisions of previous estimates                    (314,378)
        Production                                         (265,803)

        Proved developed reserves as of
         December 31, 1996                                4,744,139 

        Revisions of previous estimates                     486,295 
        Production                                         (261,995)

        Proved developed reserves as of 
         December 31, 1997                                4,968,439 





























                                     F-12