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  033-43206

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

                       PDC 1992-C LIMITED PARTNERSHIP                          
               (Exact name of registrant as specified in its charter)



    West Virginia                                             55-0718529       
(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 1992-C Limited Partnership ("the Partnership") is a limited 
partnership formed on November 6, 1992 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 November 6, 1992, the Partnership
has been engaged in onshore, domestic gas exploration exclusively in West
Virginia.  A total of 12 limited partners contributed initial capital of
$235,000; a total of 519 additional general partners contributed initial capital
of $6,153,897; and PDC (Managing General Partner) contributed $603,396 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 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 29 gross wells and will
continue to operate and produce its 26 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 it is 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
November 6, 1992 (date of inception) to  March 15, 1998, 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, 1998. . .           26    3   29       24.849    2.529 27.378

                                       3
<PAGE>
      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.  
<TABLE>
<S>                 <S>               <S>               <S>             <S> 
                      Productive Gas Wells

Well Name         County            State             Gross             Net
Bord #6           Taylor             WV                 1              .993
Reynolds #4       Taylor             WV                 1              .993
Bord #7           Taylor             WV                 1              .773
Wilson #2         Taylor             WV                 1              .993
Mayle #3          Taylor             WV                 1              .993
Reynolds #3       Taylor             WV                 1              .993
Costello #1       Taylor             WV                 1              .993
Johnson #1        Doddridge          WV                 1              .993
Hershman #1       Barbour            WV                 1              .993
Mayle #2          Taylor             WV                 1              .993
Poling #1         Barbour            WV                 1              .993
Mayle #1          Taylor             WV                 1              .993
Ramsey #1         Harrison           WV                 1              .993
Shanholtzer #1    Taylor             WV                 1              .993
Louk #1           Barbour            WV                 1              .993
Ramsey #2         Harrison           WV                 1              .993
McMullan #2       Barbour            WV                 1              .993
Shanholtzer #2    Taylor             WV                 1              .993
Knotts #2         Taylor             WV                 1              .993
Skaggs #1         Barbour            WV                 1              .993
Moats #1          Barbour            WV                 1              .993
Stemple #1        Barbour            WV                 1              .993
Knotts #1         Taylor             WV                 1              .993
Mayle #4          Taylor             WV                 1              .993
Gull #2           Taylor             WV                 1              .993
Collins #1        Taylor             WV                 1              .244
                                                       26            24.849
</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.

      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.  

                                       4
<PAGE>
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 1992-C Limited Partnership had one Managing
General Partner, 12 Limited Partners who fully paid for 11.75 units at $20,000
per unit of limited partnership interests and a total of 519 Additional General
Partners who fully paid for 307.695 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>
                                                         Periods ended
                                                         December 31,         
                                                    1997    1996       1995   
Oil and Gas Sales. . . . . . . . . . . . . . .$1,084,229 1,137,558    732,252 
Costs and Expenses . . . . . . . . . . . . . .   598,610   612,301    726,120 
Net Income . . . . . . . . . . . . . . . . . .   489,129   540,278     45,611 
Allocation of Net Income (Loss):
   Managing General Partner. . . . . . . . . .   130,596   122,512     51,416 
   Limited and Additional General Partners . .   358,533   417,766     (5,805)
   Per Limited and Additional
    General Partner Unit . . . . . . . . . . .     1,122     1,308        (18)
Total Assets . . . . . . . . . . . . . . . . . 4,059,513 4,442,312  4,705,313 
Distributions:
   Managing General Partner. . . . . . . . . .   173,357   141,196     99,756 
   Limited and Additional General Partners . .   697,656   658,280    444,932 
</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 $6,388,897 and the Managing General Partner contributed
$603,396 in accordance with the Agreement.  Offering, organization and legal
costs of $798,612 were incurred leaving available capital of $6,193,681 for
Partnership activities.

      The Partnership began exploration and development activities subsequent to
the funding of the Partnership and completed well drilling activities by 
December 31, 1993.  Twenty-nine wells have been drilled, of which twenty-six 
have been completed as producing wells.  No additional wells will be drilled. 

      The Partnership had net working capital at December 31, 1997 of $169,911.

      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 to 1996

      Oil and gas sales decreased 4.7% in 1997 compared to 1996 due to lower
average sales prices offset in part by higher sales volumes.  Cash distributions
to the partners increased from $799,476 in 1996 to $871,013 in 1997. 

                                       5
<PAGE>
1996 Compared to 1995

      The Partnership's natural gas sales increased 55.4% in 1996 compared to
1995 due to higher average sales prices offset in part by lower sales volumes.

      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 management believes that the
cost to become Year 2000 Compliant is not material to PDC's or the Partnership's
financial position or results of operation.

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.

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,:

                                            1997        1996         1995
         Operator's charges             $244,265     243,031      189,637
         Tax return preparation            3,620       3,620        3,620
         Direct administrative cost        1,921       1,532        2,511





                                       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 1992-C 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


                                       7
<PAGE>




















                           PDC 1992-C 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 1992-C 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 1992-C Limited Partnership:

We have audited the financial statements of PDC 1992-C 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 1992-C 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 1992-C LIMITED PARTNERSHIP
                     (A West Virginia Limited Partnership)

                                Balance Sheets

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

      Assets                                             1997         1996  

Current assets:
    Cash                                            $    2,264           957
    Accounts receivable - oil and gas revenues         196,295       249,414
      Total current assets                             198,559       250,371

Oil and gas properties, successful efforts method
    (Notes 3 and 5): 
      Oil and gas properties                         6,033,071     6,033,071
      Less accumulated depreciation, depletion and
       amortization                                  2,172,117     1,846,327
                                                     3,860,954     4,186,744

Other assets (net of amortization of $31,168
     and $25,971)                                         -            5,197

                                                    $4,059,513     4,442,312



    Current Liabilities and Partners' Equity

Current liabilities:
    Accrued expenses                                $   28,648        29,563
      Total current liabilities                         28,648        29,563

Partners' equity                                     4,030,865     4,412,749

                                                    $4,059,513     4,442,312
</TABLE>






See accompanying notes to financial statements.
















                                      F-4
<PAGE>
                        PDC 1992-C 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                    $1,084,229    1,137,558   732,252 
  Transportation income                         -          12,710    36,351 
  Interest income                              3,510        2,311     3,128 
                                           1,087,739    1,152,579   771,731 

Expenses (note 3):
  Lifting cost                               244,265      243,031   189,637 
  Independent audit fee                        6,675        6,315     6,288 
  Franchise taxes                             11,142       11,476    12,881 
  Tax return preparation                       3,620        3,620     3,620 
  Direct administrative cost                   1,921        1,532     2,511 
  Depreciation, depletion and amortization   330,987      346,327   511,183 
                                             598,610      612,301   726,120 

    Net income                            $  489,129      540,278    45,611 

    Net income (loss) per limited
     and additional general partner unit  $    1,122        1,308       (18)
</TABLE>

See accompanying notes to financial statements.




























                                      F-5
<PAGE>
                         PDC 1992-C 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          $4,652,757        518,267       5,171,024 

Distributions to partners             (444,932)       (99,756)       (544,688)
Net income (loss)                       (5,805)        51,416          45,611 

  Balance, December 31, 1995         4,202,020        469,927       4,671,947 

Distributions to partners             (658,280)      (141,196)       (799,476)
Net income                             417,766        122,512         540,278 

  Balance, December 31, 1996         3,961,506        451,243       4,412,749 

Distributions to partners             (697,656)      (173,357)       (871,013)
Net income                             358,533        130,596         489,129 

  Balance, December 31, 1997        $3,622,383        408,482       4,030,865 

</TABLE>
See accompanying notes to financial statements.






























                                      F-6
<PAGE>
                          PDC 1992-C 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                            $  489,129       540,278       45,611 
      Adjustments to reconcile net
        income to net cash
        provided by operating activities:
          Depreciation, depletion and
           amortization                        330,987       346,327      511,183 
          Changes in operating assets and
           liabilities:
            Decrease (increase) in accounts 
             receivable - oil & gas revenues    53,119       (84,118)      (5,544)
            Decrease in accrued expenses          (915)       (3,803)      (7,240)


          Net cash provided from 
           operating activities                872,320       798,684      544,010 

Cash flows from financing activities:
      Distributions to partners               (871,013)     (799,476)    (544,688)
          Net cash used by 
           financing activities               (871,013)     (799,476)    (544,688)

Net increase (decrease) in cash                  1,307          (792)        (678)
Cash at beginning of period                        957         1,749        2,427 
Cash at end of period                       $    2,264           957        1,749 



</TABLE>


See accompanying notes to financial statements.












                                        F-7
<PAGE>
                          PDC 1992-C 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 1992-C 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 December 31, 1997, 1996 and 1995 by the
          Managing General Partner's petroleum engineers.  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 1992-C 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 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 November 6, 
          1992, 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 11.75 
          units of limited partner interests and 307.695 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.




















                                                                (Continued)
                                        F-9
<PAGE>
                          PDC 1992-C 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>       <S>
                                            Years ended December 31,
                                           1997       1996        1995 

           Lifing costs                 $244,265    243,031     189,637
           Tax return preparation          3,620      3,620       3,620
           Direct administration cost      1,921      1,532       2,511
</TABLE>
(4)     Allocation

        The table below summarizes the participation of the Managing General 
          Partner and the Investor Partners, taking account of the Managing 
          General Partner's capital contribution equal to 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%
Management fee                             99%                   1%
Undeveloped lease costs                    90%                  10%
Drilling and completion costs              90%                  10%
Intangible drilling and development
 costs                                     99%                   1%
Operating costs (1)                        80%                  20%
Direct costs (2)                           80%                  20%
Administrative costs                        0%                 100%
Interest expense                           (3)                  (3)

Partnership revenues

Sale of oil and gas production (4)         80%                  20%
Sale of productive properties (5)          80%                  20%
Sale of undeveloped leases                 90%                  10%
Interest income                            80%                  20%
</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.


                                                                   (Continued)

                                     F-10
<PAGE>
                        PDC 1992-C  LIMITED PARTNERSHIP
                     (A West Virginia Limited Partnership)

                   Notes to Financial Statements, Continued

         (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.

         (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                $   80,414          80,414
         Intangible development costs            4,298,264       4,298,264
         Well equipment                          1,654,393       1,654,393
                                                $6,033,071       6,033,071

















                                                                   (Continued)

                                     F-11
<PAGE>
                        PDC 1992-C  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, 1997 and 1996, the income tax basis of
           the partnership's oil and gas properties was $389,384 and $534,781,
           respectively.

(7)      Supplemental Reserve Information (Unaudited)

         Proved oil and gas reserves of the Partnership have been estimated at
           December 31, 1997, 1996 and 1995 by the Managing General Partner's
           petroleum engineers.  These reserves have been prepared in compliance
           with the Securities and Exchange Commission rules based on year end
           prices.  A copy of the reserve report has been made available to all
           partners.  All of the partnership's reserves are proved developed. 
           An analysis of the change in estimated quantities of proved developed
           oil and gas reserves is shown below:

                                                               Natural gas
                                                                   (mcf)   

                Proved developed reserves
                  as of December 31, 1994                       4,966,710

                Revisions of previous estimates                  (500,366)
                Production                                       (424,186)

                Proved developed reserves
                  as of December 31, 1995                       4,042,158

                Revisions of previous estimates                 1,525,710 
                Production                                       (372,284)

                Proved developed reserves
                  as of December 31, 1996                       5,195,584

                Revisions of previous estimates                   500,504
                Production                                       (405,888)

                Proved developed reserves
                  as of December 31, 1997                       5,290,200














                                     F-12