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, 1996

  Commission File Number  033-70568

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

                       PDC 1995-D LIMITED PARTNERSHIP                          
               (Exact name of registrant as specified in its charter)



    West Virginia                                             55-0743002       
(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 1995-D Limited Partnership ("the Partnership") is a limited partner-
ship formed on December 29, 1995 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 29, 1995, the Partnership
has been engaged in onshore, domestic gas exploration exclusively in the
northern Appalachian Basin.  A total of 6 limited partners contributed 
initial capital of $130,000; a total of 484 additional general partners
contributed initial capital of $8,027,071; and PDC (Managing General Partner)
contributed $1,784,359 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 72
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 44 gross wells and will
continue to operate and produce its 42 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 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 and Productive Wells.

The following table sets forth the results of drilling activity from December
29, 1995 (date of inception) to March 15, 1997, of the Partnership which was
conducted in the continental United States.

                                         Development Wells             
                                 Gross                    Net           
                        Productive  Dry Total   Productive  Dry    Total
Period Ended
 March 15, 1997. . .        42       2   44        37.5275  1.995  39.5225

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

                                          3<PAGE>
Productive Wells

      The following table summarizes the Partnership's total gross and net
interests in productive wells at March 15, 1997.
<TABLE>
<S>                       <S>             <S>             <S>              <S>
                                Productive Gas Wells

Well Name               County          State           Gross            Net

Wilson #4, D.           Taylor            WV              1              .9975
Newlon #2, D.           Taylor            WV              1              .9975
Sharp #2                Taylor            WV              1              .9975
Irvin #271              Clearfield        PA              1              .7475
Mayle #7                Taylor            WV              1              .9975
Kaufman #295            Clearfield        PA              1              .7475
Byler #1                Mercer            PA              1              .9975
Frazier                 Clearfield        PA              1              .7475
Krick #4                Clearfield        PA              1              .9475
Mayle #6                Taylor            WV              1              .9975
McCay #293              Clearfield        PA              1              .7475
Green #3                Barbour           WV              1              .9975
Mitchell #268           Clearfield        PA              1              .7475
Krick #5                Clearfield        PA              1              .9475
Shearer #1              Barbour           WV              1              .9975
McCay #298              Clearfield        PA              1              .7475
McKean #1               Mercer            PA              1              .9975
Graham/Johnson #2       Clearfield        PA              1              .7475
Krick #7                Clearfield        PA              1              .9475
Meyers Point #3         Taylor            WV              1              .9975
Krick #6                Clearfield        PA              1              .9475
Diem #4                 Clearfield        PA              1              .7475
Hillard #301            Clearfield        PA              1              .7475
Kacir #1                Mercer            PA              1              .9975
Graham #240             Clearfield        PA              1              .7475
Beatty #300             Clearfield        PA              1              .7475
Kemm #1                 Mercer            PA              1              .9975
Tate #25                Clearfield        PA              1              .9475
Tate #24                Clearfield        PA              1              .9475
Tate #22                Clearfield        PA              1              .9475
Thomson-Stephenson #63  Clearfield        PA              1              .9475
Ballard #1              Mercer            PA              1              .9975
Byler #2                Mercer            PA              1              .9975
Thomson-Blackhills #52  Clearfield        PA              1              .9475
Thomson-Stephenson #65  Clearfield        PA              1              .9475
Thomson-Stephenson #64  Clearfield        PA              1              .9475
Thomson-Blackhills #51  Clearfield        PA              1              .9475
Veltri                  Taylor            WV              1              .9975
Krick #8                Clearfield        PA              1              .9475
Prushnok #2             Clearfield        PA              1              .7975
Krick #10               Clearfield        PA              1              .9475
Krick #11               Clearfield        PA              1              .2800
                                                         42            37.5275
</TABLE>
A "prodcutive well" is a well producing, or capable of producing, oil and gas in
commerical quantities.  For purposes of the above table, a "gross well" is 
one which the Partnership has a working interest and a "net well" is a gross
well multipled 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.

      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

                                          4<PAGE>
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.

      No matters were submitted to a vote of the security holders of the
Partnership for the period December 29, 1995 (date of inception) to December
31, 1996.

                                       PART II

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

      At December 31, 1996, PDC 1995-D Limited Partnership had one Managing 
General Partner, 6 Limited Partners who fully paid for 6.50 units at $20,000
per unit of limited partnership interests and a total of 484 Additional 
General Partners who fully paid for 401.35355 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>
                                                                        Period from
                                                                        December 29, 1995
                                                         Year Ended     (date of
                                                         December 31,   inception) to  
                                                             1996       December 31, 1995

Oil and Gas Sales . . . . . . . . . . . . . . . . . . .   $ 821,378            -   
Costs and Expenses  . . . . . . . . . . . . . . . . . .     666,829        217,798 
Net Income (loss) . . . . . . . . . . . . . . . . . . .     154,878       (217,798)
Allocation of Net Income (loss):. . . . . . . . . . . .
    Managing General Partner. . . . . . . . . . . . . .      30,976         (2,774)
    Limited and Additional General Partners . . . . . .     123,902       (215,024)
    Per Limited and Additional General Partner Unit . .         304           (527)
Total Assets. . . . . . . . . . . . . . . . . . . . . .   8,668,326      8,921,796 
Distributions:
    Managing General Partner. . . . . . . . . . . . .        83,808            -   
    Limited and Additional General Partners . . . . .       335,233            -   
</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 $8,157,071 and the Managing General Partner
contributed $1,784,359 in accordance with the Agreement.  Syndication and
management fee costs of $1,019,634 were incurred leaving available capital of
$8,921,796 for Partnership activities.

    The Partnership began exploration and development activities subsequent to 
the funding of the Partnership and completed well activities by December 31,
1996.  Forty-four wells have been drilled, of which forty-two have been 
completed as producing wells.

    The Partnership had net working capital at December 31, 1996 of $250,280.

                                           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

1996 Compared to 1995

The Partnership's wells were drilled and completed during the first quarter 
of 1996 with production starting in the second quarter.  Total natural gas
sales for this year were $821,378 with cash distributions to the partners of 
$419,041.

    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.

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 1996 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 during the periods listed below:

<TABLE>
                  <S>                                     <S>               <S>
                                                                        Period from
                                                                       December 29,
                                                                      1995 (date of
                                                        Year Ended    inception) to
                                                       December 31,    December 31,
                                                            1996          1995     

        Footage Drilling Contracts, Services,
         Chemicals, Supplies, and Equipment                -        $8,901,796
        Syndication and management fee                     -         1,019,634
        Operator's charges                             $134,618           -   
        Tax return preparation                            3,425          4,245
        Direct administrative cost                        1,344          1,500
</TABLE>
                                           6<PAGE>
                                                               CONFORMED COPY
                                        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.

             
   
             



                                      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 1995-D Limited Partnership
                                                By its Managing General Partner
                                                Petroleum Development 
                                                Corporation



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



                                                March 24, 1997

   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, 1997



/s/ Steven R. Williams     President and Director
Steven R. Williams                                             March 24, 1997



/s/ Dale G. Rettinger      Executive Vice President,
Dale G. Rettinger          Treasurer and Director              March 24, 1997
                           (principal financial and
                           accounting officer)



/s/ Roger J. Morgan        Secretary and Director
Roger J. Morgan                                                March 24, 1997

                                           7<PAGE>





















                              PDC 1995-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, 1996 and Period from
                              December 29, 1995 (Date of Inception)
                              to December 31, 1995
                              
                              (With Independent Auditors' Report Thereon)






























                                          F-1<PAGE>
                            PDC 1995-D LIMITED PARTNERSHIP
                         (A West Virginia Limited Partnership)



                             Index to Financial Statements



Independent Auditors' Report                                            F-3
Balance Sheets - December 31, 1996 and 1995                             F-4
Statements of Operations -  Year Ended December 31, 1996
 and Period from December 29, 1995 (Date of Inception) 
 to December 31, 1995                                                   F-5
Statements of Partners' Equity - Year Ended December 31, 1996
 and Period from December 29, 1995 (Date of Inception)
 to December 31, 1995                                                   F-6
Statements of Cash Flows -  Year Ended December 31, 1996 
 and Period from December 29, 1995 (Date of Inception)
 to December 31, 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 1995-D Limited Partnership:

We have audited the financial statements of PDC 1995-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 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 1995-D Limited 
Partnership as of December 31, 1996 and 1995, and the results of its operations
and its cash flows for the year ended December 31, 1996 and the period from
December 29, 1995 (date of inception) to December 31, 1995, in conformity with
generally accepted accounting principles.




                                                      KPMG Peat Marwick LLP



Pittsburgh, Pennsylvania
March 20, 1997
















                                          F-3<PAGE>
                            PDC 1995-D LIMITED PARTNERSHIP
                         (A West Virginia Limited Partnership)

                                    Balance Sheets

                              December 31, 1996 and 1995


      Assets                                           1996           1995  

Current assets:
    Cash                                              $  7,125        20,000
    Accounts receivable - oil and gas revenues         267,719          -   
      Total current assets                             274,844        20,000

Oil and gas properties, 
    successful efforts method (Notes 3 and 5):       8,901,796     8,901,796
      Less accumulated depreciation, depletion,
       and amortization                                508,314          -   
                                                     8,393,482     8,901,796

                                                    $8,668,326     8,921,796

    Current Liabilities and Partners' Equity

Current liabilities:
    Accrued expenses                                $   24,564        13,871
      Total current liabilities                         24,564        13,871

Partners' equity                                     8,643,762     8,907,925


                                                    $8,668,326     8,921,796



See accompanying notes to financial statements.




















                                          F-4
<PAGE>
                            PDC 1995-D LIMITED PARTNERSHIP
                         (A West Virginia Limited Partnership)
                                           
                               Statements of Operations

Year Ended December 31, 1996 and the
 Period from December 29, 1995 (Date of Inception) to December 31, 1995

                                                     1996          1995  

Revenues:
    Sales of oil and gas                         $ 821,378           -   
    Interest income                                    329           -   
                                                   821,707           -   

Expenses (note 3):
    Lifting cost                                   134,618           -   
    Management fee                                    -          203,927 
    Independent audit fee                            7,491         7,268 
    Franchise taxes                                  4,637           858 
    Tax return preparation                           3,425         4,245 
    Direct administrative cost                       1,344         1,500 
    Independent engineering cost                     7,000           -   
    Depreciation, depletion and amortization       508,314           -   


                                                   666,829       217,798 

      Net income (loss)                          $ 154,878      (217,798)


      Net income (loss) per limited and additional
        general partner unit                     $     304          (527)


See accompanying notes to financial statements.























                                          F-5
<PAGE>


PDC 1995-D LIMITED PARTNERSHIP
                         (A West Virginia Limited Partnership)

                            Statements of Partners' Equity

             Year Ended December 31, 1996 and Period from December 29, 1995
                       (Date of Inception) to December 31, 1995

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

                         Limited and          Managing
                         additional           general
                         general partners     parnter       Total
Partners' initial capital
  contributions           $8,157,071          1,784,359   9,941,430 
Syndication costs           (815,707)              -       (815,707)
Net loss                    (215,024)            (2,774)   (217,798) 

 Balance, 
  December 31, 1995       $7,126,340          1,781,585   8,907,925

Net income                   123,902             30,976     154,878 
Distributions to partners   (335,233)           (83,808)   (419,041)
 Balance,
  December 31, 1996       $6,915,009          1,728,753   8,643,762

See accompanying notes to financial statements.
































                                          F-6<PAGE>
                            PDC 1995-D LIMITED PARTNERSHIP
                         (A West Virginia Limited Partnership)

                               Statements of Cash Flows

                         Year Ended December 31, 1996 and the
Period from December 29, 1995 (Date of Inception) to December 31, 1995

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

                                                         1996          1995   

Cash flows from operating activities:
    Net income (loss)                              $   154,878       (217,798)
    Adjustments to reconcile net income (loss)
     to net cash provided from (used by) 
      operating activities:
        Depreciation, depletion and amortization       508,314           -    
        Changes in operating assets and liabilities:
          Increase in accounts receivable - oil
           and gas revenues                           (267,719)          -    
          Increase in accrued expenses                  10,693         13,871 
          
          Net cash provided from
           (used by) operating activities              406,166       (203,927)

Cash flows from investing activities:
    Expenditures for unevaluated
     oil and gas properties                               -        (8,901,796)

          Net cash used by investing activities           -        (8,901,796)

Cash flows from financing activities:
    Limited and additional general
     partner contributions                                -         8,157,071 
    Managing General Partner contribution                 -         1,784,359 
    Syndication cost paid                                 -          (815,707)
    Distributions to partners                         (419,041)          -    

          Net cash (used by) provided from
           financing activities                       (419,041)     9,125,723 

Net (decrease) increase in cash                        (12,875)        20,000 
Cash at beginning of period                             20,000           -    
Cash at end of period                              $     7,125         20,000 

</TABLE>



See accompanying notes to financial statements.











                                          F-7
<PAGE>
                            PDC 1995-D LIMITED PARTNERSHIP
                         (A West Virginia Limited Partnership)

                             Notes to Financial Statements

                     Year Ended December 31, 1996 and the Period 
            from December 29, 1995 (date of inception) to December 31, 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 1995-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
        determined at year end by an independent petroleum engineer, Wright &
        Company, Inc.  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.

      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.

      New Pronouncement

      The Partnership adopted Statement of Financial Accounting Standard No.
        121, "Accounting for the Impairment of Long-Lived Assets and for Long-
        Lived Assets to Be Disposed Of", effective January 1, 1996.  This
        statement requires that long-lived assets and certain identifiable
        intangibles be reviewed for impairment whenever events or changes in 
        circumstances indicate that the carrying amount of an asset may not
        be recoverable.  In performing the review for recoverability,
        the entity should estimate the future cash flows expected to result
        from the use of the asset and its eventual disposition. 
        If the sum of the expected
        
                                                                 (Continued)
                                          F-8<PAGE>
                            PDC 1995-D LIMITED PARTNERSHIP
                         (A West Virginia Limited Partnership)

                       Notes to Financial Statements, Continued

        future cash flows (undiscounted and without interest charges) is less
        that the carrying amount of the asset, an impairment loss is 
        recognized.  Measurement of an impairment loss for long-lived assets
        and identifiable tangibles is based on the fair value of the asset. 
        The adoption of this accounting standard did not have any impact on
        the Parntership's financial statements.

      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.  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 29,
        1995 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 Basin.

      Purchasers of partnership units subscribed to and fully paid for 6.5 
        units of limited partner interests and 401.35355 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 20% capital contributions, there are significant differences in 
        the federal income tax effects and liability associated with these
        different types of units in the Partnership.

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

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


                                          F-9
<PAGE>
                            PDC 1995-D LIMITED PARTNERSHIP
                         (A West Virginia Limited Partnership)

                       Notes to Financial Statements, Continued

(3)   Transactions with Managing General Partner and Affiliates

      The Partnership's transactions with the Managing General Partner 
        include charges for the following:
<TABLE>
                 <S>                               <S>                 <S>
                                                                Period from
                                                                December 29, 
                                                                1995 (date of
                                                Year Ended      inception) to
                                                December 31,    December 31, 
                                                    1996             1995    
      Drilling, completion and lease costs           -           $8,901,796
      Offering and organization costs 
       (includes reimbursements of 
       commissions, and management fee)              -            1,019,634
      Lifting costs                             $134,618                -  
      Tax return preparation                       3,425              4,245
      Direct administrative cost                   1,344              1,500
</TABLE>
(4)   Allocation

      The following table summarizes the participation of the Managing General
        Partner and the Investor Partners, taking account of the Managing
        General Partner's capital contribution equal to 20% of the Initial
        Operating Capital, in the costs and revenues of the Partnership.
<TABLE>
<S>                                                <S>            <S>

                                                                Managing
                                                  Investor      General
                                                  Partners      Partner 
    Partnership Costs
Broker-dealer Commissions and Expenses(1). .      100%            0%
Management Fee . . . . . . . . . . . . . . .      100%            0%
Undeveloped Lease Costs. . . . . . . . . . .        0%          100%
Drilling and Completion Costs. . . . . . . .       80%           20%
Tangible Equipment . . . . . . . . . . . . .        0%          100%
Intangible Drilling and Development Costs. .      100%            0%
Operating Costs(2) . . . . . . . . . . . . .       80%           20%
Direct Costs(3). . . . . . . . . . . . . . .       80%           20%
Administrative Costs . . . . . . . . . . . .        0%          100%

    Partnership Revenues
Sale of Oil and Gas Production(4). . . . . .       80%           20%
Sale of Productive Properties(5) . . . . . .       80%           20%
Sale of Undeveloped Leases . . . . . . . . .       80%           20%
Interest Income. . . . . . . . . . . . . . .       80%           20%
</TABLE>
____________________

  (1) Organization and Offering Costs, net of the Dealer Manager
      commissions, discounts, and due diligence expenses, of the
      Partnerships will be paid by the Managing General Partner and not
      from Partnership funds.  In addition, Organization and Offering
      Costs in excess of 10% of Subscriptions will be paid by the Managing
      General Partner, without recourse to the Partnership.

  (2) Represents Operating costs incurred after the completion of
      productive wells, including monthly per-well charges paid to the
      Managing General Partner.

                                  F-10
<PAGE>
                     PDC 1995-D LIMITED PARTNERSHIP
                  (A West Virginia Limited Partnership)

                Notes to Financial Statements, Continued

  (3) The Managing General Partner will receive monthly reimbursement from
      the Partnership for the direct costs incurred by the Managing
      General Partner on behalf of the Partnership.

  (4) The revenues and expenses to be 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.

  (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.

(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 as follows:

                                                         December 31,       
                                                        1996         1995   
         Lease acquisition costs                    $  197,790         -   
         Intangible development costs                7,179,022         -   
         Well equipment                              1,524,984         -   
         Unevaluated oil and gas                                            
          properties                                      -       8,901,796
                                                    $8,901,796    8,901,796

         The following costs were incurred for the Partnership's oil and gas
           activities:
                                                                 Period from
                                                                 December 29, 
                                                                 1995 (date of
                                                   Year ended    inception) to
                                                   December 31,  December 31, 
                                                      1996            1995    
           Costs capitalized:
           Unevaluated oil and gas properties       $    -         8,901,796
                                                    $    -         8,901,796


                                     F-11
<PAGE>
                        PDC 1995-D LIMITED PARTNERSHIP
                     (A West Virginia Limited Partnership)

                   Notes to Financial Statements, Continued

(6)   Income Taxes

      As a result of the differences in the treatment of certain items for 
        income tax purposes as opposed to financial reporting purposes,
        primarily depreciation, depletion and amortization of oil and gas
        properties and the recognition of intangible drilling costs as an
        expense or capital item, the income tax basis of oil and gas properties
        differs from the basis used for financial reporting purposes.   At
        December 31, 1996 and 1995, the income tax basis of the partnership's
        oil and gas properties was $1,654,694 and $1,722,774, respectively.

(7)   Supplemental Reserve Information (Unaudited)

      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.  Since December 31, 1996
        prices have declined to seasonal levels.  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 29, 1995 (date of inception)                -     
        Extensions, discoveries and other additions       5,312,516 
        Production                                         (299,266)

        Proved developed reserves as of 
         December 31, 1996                                5,013,250 



























                                     F-12