CONFORMED COPY


                    SECURITIES AND EXCHANGE COMMISSION
                          Washington, D.C.  20549


- ANNUAL REPORT PURSUANT TO SECTION 13 or 15 (d) OF
  THE SECURITIES EXCHANGE ACT OF 1934
  For the fiscal year ended December 31, 1999

  Commission File Number  033-63635-08

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

                    PDC 1997-D LIMITED PARTNERSHIP
          (Exact name of registrant as specified in its charter)



    West Virginia                                        31-1514713
(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 1997-D Limited Partnership ("the Partnership") is a limited
partnership formed on December 30, 1997 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 30, 1997, the
Partnership has been engaged in onshore, domestic gas exploration
exclusively in the northern Appalachian and Michigan Basins.  A total of 11
limited partners contributed initial capital of $159,000; a total of 1,050
additional general partners contributed initial capital of $18,360,579; and
PDC (Managing General Partner) contributed $4,028,009 in capital as a
participant in accordance with contribution provisions of the Limited
Partnership Agreement (the Agreement).

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

                                          Allocation
                                         of Revenues
          Additional General and
            Limited Partners                  80%

          Managing General Partner            20%

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

Employees

    The Partnership has no employees, however, PDC has approximately 91
employees which include a staff of geologists, petroleum engineers, landmen
and accounting personnel who administer all of the partnership's operations.

Plan of Operations

    The Partnership participated in the drilling of 101 gross wells and will
continue to operate and produce its 94 gross productive wells.  The
Partnership does not have unexpended initial capital and no additional
drilling activity is planned.

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

Markets for Oil and Gas

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




                                     2

Derivatives and Hedging Activities

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

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

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

Competition

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

State Regulations

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

Federal Regulations

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

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




                                     3

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

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

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

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

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

ITEM 2.  PROPERTIES.

Drilling Activity

    The following table sets forth the results of drilling activity from
December 30, 1997 (date of inception) to  March 15, 2000, of the Partnership
which was conducted in the Continental United States.
<TABLE>
<C>                         <C>     <C>   <C>         <C>     <C>     <C>
                                         Development Wells
                               Gross                      Net
                        Productive  Dry Total   Productive  Dry    Total
Period Ended
March 15, 2000. . .         94      7   101         70.37   4.64    75.01
</TABLE>
    The Partnership has not participated in any exploratory wells.  No
additional drilling activity is planned.

Summary of Productive Wells

    The table below shows the number of the Partnership's gross and net
wells by state as of March 15, 2000.
<TABLE>
<C>                      <C>         <C>
                        Natural Gas Wells
     Location          Gross          Net
     Michigan             36        16.65
     Pennsylvania         55        50.73
     West Virginia         3         2.99
        Total             94        70.37
</TABLE>
    A "productive well" is a well producing, or capable of producing, oil
and gas in commercial quantities.  For purposes of the above table, a "gross
well" is one in which the Partnership has a working interest and a "net
well" is a gross well multiplied by the Partnership's working interest to
which it is entitled under its drilling agreement.




                                     4

Title to Properties

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

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


ITEM 3.  LEGAL PROCEEDINGS.

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


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

    None.

                                  PART II


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

    At December 31, 1999, PDC 1997-D Limited Partnership had one Managing
General Partner, 11 Limited Partners who fully paid for 7.95 units at
$20,000 per unit of limited partnership interests and a total of 1,050
Additional General Partners who fully paid for 918.02895 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.




















                                     5


ITEM 6.  SELECTED FINANCIAL DATA.

    The selected financial data presented below has been derived from
audited financial statements of the Partnership appearing elsewhere herein.
<TABLE>
<C>                                    <C>        <C>           <C>


                                                              Period from
                                                              December 30,
                                                              1997 (date of
                                                              inception) to
                                   Years Ended December 31,   December 31,
                                       1999        1998          1997

Oil and Gas Sales  . . . . . . . . .$1,433,490      859,130         -

Costs and Expenses . . . . . . . . . 5,410,978   10,088,089      484,865
Net Loss . . . . . . . . . . . . . .(3,972,609)  (9,228,117)    (484,865)
Allocation of Net Loss:
    Managing General Partner . . . . .(794,521)  (1,845,623)      (4,375)
    Limited and Additional
     General Partners. . . . . . . .(3,178,088)  (7,382,494)    (480,490)
    Per Limited and Additional
     General Partner Unit. . . . . . .  (3,432)      (7,973)        (519)
Total Assets . . . . . . . . . . . . .5,871,271  10,512,755   20,140,043
Distributions:
    Managing General Partner . . . . .  61,162       81,549          -
    Limited and Additional
     General Partners. . . . . . . . . 616,016      326,198          -
</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 $18,519,579 and the Managing General Partner
contributed $4,028,009 in accordance with the Agreement.  Syndication and
management fee costs of $2,407,545 were incurred leaving available capital
of $20,140,043 for Partnership activities.

    The Partnership began exploration and development activities subsequent
to the funding of the Partnership and completed these activities by December
31, 1998.  One hundred and one wells have been drilled, ninety-four of which
have been completed as producers.  No additional wells will be drilled.

    The Partnership had working capital at December 31, 1999 of $189,482.

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

Results of Operations

1999 Compared to 1998

    Oil and gas sales increased 66.9% in 1999 compared to 1998 due to
increased sales volumes (1998 was not a full production year, see 1998
compared to 1997 below) offset in part by lower average sales prices of
natural gas.  The net loss of $3,972,609 in 1999 was primarily due to the
impairment charge for oil and gas properties.  This impairment resulted from
net capitalized costs exceeding estimated undiscounted future net cash flow.
The impairment was based on estimated fair value which considered future
discounted cash flows.  This charge did not affect cash distributions to the
partners which increased from $407,747 in 1998 to $677,178 in 1999.



                                     6

1998 Compared to 1997

    Oil and gas sales production commenced during the second quarter of 1998
with revenue distributions to the partners commencing in the third quarter.
The net loss of $9,228,117 was primarily due to the impairment charge for
oil and gas properties which amounted to $9,074,054 in 1998.  This
impairment resulted from net capitalized costs exceeding estimated
undiscounted future net cash flow.  The impairment was based on estimated
fair value which considered future discounted cash flows.  This charge did
not affect cash distributions to the partners which amounted to $407,747 in
1998.  During 1997, in accordance with the partnership agreement, a one time
management fee of $462,989 was paid to the Managing General Partner.

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

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

Year 2000 Issue

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

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

New Accounting Standards

    Statement of Accounting Standards No. 133, Accounting for Derivative
Instruments and Hedging Activities (SFAS No. 133), was issued by the
Financial Accounting Standards Board in June, 1998.  SFAS No. 133
standardized the accounting for derivative instruments, including certain
derivative instruments embedded in other contracts.  SFAS No. 133 is
effective for years beginning after June 15, 2000; however, early adoption
is permitted.  On adoption, the provisions of SFAS No. 133 must be applied
prospectively.  At the present time, the Partnership cannot determine the
impact that SFAS No. 133 will have on its financial statements upon
adoption, as such impact will be based on the extent of derivative
instruments, such as natural gas futures and option contracts, outstanding
at the date of adoption.

ITEM 8.  FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA:

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

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

       NONE.

                                 Part III

ITEM 10. DIRECTORS AND EXECUTIVE OFFICERS OF THE COMPANY.

    The Partnership has no directors or executive officers.  The Partnership
is managed by Petroleum Development Corporation (the Managing General
Partner).  Petroleum Development Corporation's common stock is traded in the
NASDAQ National Market and Form 10-K for 1999 has been filed with the
Securities and Exchange Commission.


                                     7

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>
<C>                                            <C>       <C>       <C>
                                             Periods Ended December 31,
                                             1999       1998       1997

Footage Drilling Contracts, Services,
 Chemicals, Supplies, and Equipment        $   -         -     20,120,043
Syndication costs and management fee           -         -      2,407,545
Lifting costs                              732,408    237,295        -
Tax return preparation                      11,285      6,291      12,445
Direct administrative cost                   3,099      2,642       2,500
</TABLE>

                                  PART IV

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

           (a)   (1)  Financial Statements

                 See Index to Financial Statements on F-2

                 (2)  Financial Statement Schedules

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



























                                     8

                                                           CONFORMED COPY

                                SIGNATURES


      Pursuant to the requirements of Section 13 or 15(d) of the Securities
Exchange Act of 1934, the Registrant has duly caused this report to be
signed on its behalf by the undersigned, thereunto duly authorized.

                                              PDC 1997-D Limited Partnership
                                              By its Managing General
                                              Partner Petroleum Development
                                              Corporation



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



                                              March 24, 2000

      Pursuant to the requirements of the Securities Exchange Act of 1934,
this report has been signed below by the following persons on behalf of the
Registrant and in the capacities and on the dates indicated:

    Signature            Title                               Date



/s/ James N. Ryan        Chairman, Chief Executive
James N. Ryan            Officer and Director                March 24, 2000



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



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



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

















                                     9






















                            PDC 1997-D 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, 1999, 1998
                            and Period from December 30, 1997
                            (Date of Inception) to December 31, 1997

                            (With Independent Auditors' Report Thereon)





























                                    F-1

                      PDC 1997-D LIMITED PARTNERSHIP
                   (A West Virginia Limited Partnership)



                       Index to Financial Statements



Independent Auditors' Report                                          F-3
Balance Sheet - December 31, 1999 and 1998                            F-4
Statement of Operations -  Years Ended December 31, 1999,
  1998 and Period from December 30, 1997 (Date of Inception)
  to December 31, 1997                                                F-5
Statement of Partners' Equity - Years Ended December 31, 1999,
  1998 and Period from December 30, 1997 (Date of Inception)
  to December 31, 1997                                                F-6
Statement of Cash Flows -  Years Ended December 31, 1999, 1998
  and Period from December 30, 1997 (Date of Inception)
  to December 31, 1997                                                F-7
Notes to Financial Statements                                         F-8




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

































                                    F-2









                       Independent Auditors' Report



To the Partners
PDC 1997-D Limited Partnership:

We have audited the financial statements of PDC 1997-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 1997-D Limited
Partnership as of December 31, 1999 and 1998, and the results of its
operations and its cash flows for the years ended December 31, 1999 and 1998
and the period from December 30, 1997 (date of inception) to December 31,
1997, in conformity with generally accepted accounting principles.




                                                                 KPMG LLP



Pittsburgh, Pennsylvania
March 24, 2000














                                    F-3

                      PDC 1997-D LIMITED PARTNERSHIP
                   (A West Virginia Limited Partnership)

                              Balance Sheets

                        December 31, 1999 and 1998

<TABLE>
<C>                                                <C>              <C>
    Assets                                        1999            1998

Current assets:
  Cash                                       $     2,542            1,900
  Accounts receivable - oil and gas revenues     225,695          214,089
    Total current assets                         228,237          215,989

Oil and gas properties,
  successful efforts method (Notes 3 and 5):   7,601,900       11,045,989
  Less accumulated depreciation,
     depletion, and amortization               1,958,866          749,223
                                               5,643,034       10,296,766

                                             $ 5,871,271       10,512,755

  Current Liabilities and Partners' Equity

Current liabilities:
  Accrued expenses                           $    38,755           30,452
    Total current liabilities                     38,755           30,452

Partners' equity                               5,832,516       10,482,303


                                             $ 5,871,271       10,512,755

</TABLE>

See accompanying notes to financial statements.






















                                    F-4

                      PDC 1997-D LIMITED PARTNERSHIP
                   (A West Virginia Limited Partnership)

                         Statements of Operations

Years Ended December 31, 1999, 1998 and Period from December 30, 1997
                (Date of  Inception) to December 31, 1997

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

                                          1999        1998        1997

Revenues:
Sales of oil and gas                 $1,433,490     859,130        -
Interest income                           4,879         842        -
                                      1,438,369     859,972        -

Expenses (note 3):
  Lifting cost                          732,408     237,295        -
  Management fee                           -           -        462,989
  Independent audit fee                   6,155       6,479       6,831
  Franchise taxes                         1,919       4,105         100
  Tax return preparation                 11,285       6,291      12,445
  Direct administrative cost              3,099       2,642       2,500
  Independent engineering cost            2,380       8,000        -
  Loss on impairment of oil
   and gas properties                 3,444,089   9,074,054        -
  Depreciation, depletion
   and amortization                   1,209,643     749,223        -
                                      5,410,978  10,088,089     484,865

    Net loss                        $(3,972,609) (9,228,117)   (484,865)


    Net loss per limited
      and additional
      general partner unit          $    (3,432)     (7,973)       (519)

</TABLE>
See accompanying notes to financial statements.





















                                    F-5




                         PDC 1997-D LIMITED PARTNERSHIP
                     (A West Virginia Limited Partnership)

                        Statements of Partners' Equity

   Years Ended December 31, 1999 and 1998 and Period from December 30, 1997
                   (Date of Inception) to December 31, 1997

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

                             Limited
                             and additional     Managing
                             general partners   general partner      Total
Partners' initial capital
  contributions              $18,519,579          4,028,009      22,547,588
Syndication costs             (1,944,556)              -         (1,944,556)
Net loss                        (480,490)            (4,375)       (484,865)
 Balance, December 31, 1997   16,094,533          4,023,634      20,118,167

Net loss                      (7,382,494)        (1,845,623)     (9,228,117)
Distributions to partners       (326,198)           (81,549)       (407,747)
 Balance, December 31, 1998    8,385,841          2,096,462      10,482,303

Net loss                      (3,178,088)          (794,521)     (3,972,609)
Distributions to partners       (616,016)           (61,162)       (677,178)
 Balance, December 31, 1999  $ 4,591,737          1,240,779       5,832,516

</TABLE>
See accompanying notes to financial statements.





























                                      F-6

                          PDC 1997-D LIMITED PARTNERSHIP
                       (A West Virginia Limited Partnership)

                             Statements of Cash Flows

              Years Ended December 31, 1999 and 1998 and Period from
            December 30, 1997 (Date of Inception) to December 31, 1997
<TABLE>
<C>                                             <C>              <C>         <C>

                                                1999          1998         1997


Cash flows from operating activities:
      Net loss                             $(3,972,609)   (9,228,117)    (484,865)
      Adjustments to reconcile net loss
        to net cash provided from (used by)
        operating activities:
          Depreciation, depletion
           and amortization                  1,209,643       749,223         -
          Loss on impairment of oil
           and gas properties                3,444,089     9,074,054         -
          Changes in operating assets
            and liabilities:
            Increase in accounts
             receivable - oil and gas
             revenues                          (11,606)     (214,089)        -
              Increase in accrued expenses       8,303         8,576       21,876

            Net cash provided from
            (used by) operating activities     677,820       389,647     (462,989)

Cash flows from investing activities:
      Expenditures for
       oil and gas properties                     -             -     (20,120,043)

            Net cash used by
            investing activities                  -             -     (20,120,043)

Cash flows from financing activities:
      Limited and additional
       general partner contributions              -             -      18,519,579
      Managing General Partner
       contribution                               -             -       4,028,009
      Syndication cost paid                       -             -      (1,944,556)
      Distributions to partners               (677,178)     (407,747)        -

            Net cash (used by) provided
            from financing activities         (677,178)     (407,747)  20,603,032

Net increase (decrease) in cash                    642       (18,100)      20,000
Cash at beginning of period                      1,900        20,000         -
Cash at end of period                       $    2,542         1,900       20,000



</TABLE>

See accompanying notes to financial statements.


                                        F-7

<PAGE>
                          PDC 1997-D LIMITED PARTNERSHIP
                       (A West Virginia Limited Partnership)

                           Notes to Financial Statements

     Years Ended December 31, 1999 and 1998 and Period from December 30, 1997
                      (Date of Inception) to December 31, 1997

(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 1997-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.  If a determination is made that an exploratory well has
          not discovered economically producible reserves, then its costs are
          expensed as dry hole costs.

        The Partnership assesses impairment of capitalized costs of proved
          oil and gas properties by comparing net capitalized costs to
          undiscounted future net cash flows on a field-by-field basis using
          expected prices.  Prices utilized in each years calculation for
          measurement purposes and expected costs are held constant.  If net
          capitalized costs exceed undiscounted future net cash flow, the
          measurement of impairment is based on estimated fair value which
          would consider future discounted cash flows.  During 1999
          and 1998 the loss on impairment of oil and gas properties as
          reflected in the Statement of Operations amounted to $3,444,089
          and $9,074,054, respectively.

        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.






                                                                 (Continued)
                                        F-8

<PAGE>
                          PDC 1997-D LIMITED PARTNERSHIP
                       (A West Virginia Limited Partnership)

                     Notes to Financial Statements, Continued

        Derivatives and Hedging Activities

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

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

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

        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 30,
            1997 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 and Michigan Basins.










                                        F-9

                          PDC 1997-D LIMITED PARTNERSHIP
                       (A West Virginia Limited Partnership)

                           Notes to Financial Statements

          Purchasers of partnership units subscribed to and fully paid for 7.95
            units of limited partner interests and 918.02895 units of additional
            general partner interests at $20,000 per unit (Investor Partners).
            Petroleum Development Corporation has been designated the Managing
            General Partner of the Partnership. Although costs, revenues and
            cash distributions allocable to the limited and additional
            general partners are shared pro rata based upon the amount of
            their subscriptions, including the Managing General Partner to
            the extent of its capital contributions, there are significant
            differences in the federal income tax effects and liability
            associated with these different types of units in the Partnership.

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

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

(3)       Transactions with Managing General Partner and Affiliates

          The Partnership's transactions with the Managing General Partner
            include charges for the following:
<TABLE>
<C>                                       <C>           <C>         <C>

                                                                Period from
                                                                December 30,
                                                                1997 (date of
                                      Years Ended December 31,  inception) to
                                          1999        1998      December 31, 1997
Drilling, completion and lease costs  $    -             -      20,120,043
Offering and organization costs
 (includes reimbursements of
 syndication cost and management fee)     -              -       2,407,545
Lifting costs                          732,408        237,295         -
Tax return preparation                  11,285          6,291       12,445
Direct administrative cost               3,099          2,642        2,500

</TABLE>















                                       F-10

                          PDC 1997-D LIMITED PARTNERSHIP
                       (A West Virginia Limited Partnership)

                     Notes to Financial Statements, Continued
(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 a
            minimum of 20% of the Initial Operating Capital, in the costs and
            revenues of the Partnership.
<TABLE>
<C>                                                      <C>              <C>

                                                                      Managing
                                                        Investor      General
                                                        Partners      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 Equipment  . . . . . . . . . . . . . . . . .        0%          100%
Sale of Undeveloped Leases . . . . . . . . . . . . .       80%           20%
Interest Income. . . . . . . . . . . . . . . . . . .       80%           20%
____________________

          (1) Organization and Offering Costs, net of the Dealer Manager
              commissions, discounts, due diligence expenses, and wholesaling
              fees of the Partnership were paid by the Managing General
              Partner and not from Partnership funds.  In addition,
              Organization and Offering Costs in excess of 10-1/2% of
              Subscriptions were paid by the Managing General Partner,
              without recourse to the Partnership.

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

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

          (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 may be increased and the interest of the Managing
              General Partner may be decreased if certain cash distribution
              levels are not met.  The shifting of the allocable share of
              revenues and expenses to the Investor Partners in the event
              that certain prescribed cash distribution 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.

                                       F-11

                          PDC 1997-D LIMITED PARTNERSHIP
                       (A West Virginia Limited Partnership)

                     Notes to Financial Statements, Continued

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

(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:

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

                                                      December 31,
                                           1999         1998          1997

           Lease acquisition costs     $   520,022      520,022      520,022
           Intangible development costs 16,216,034   16,216,034   16,216,034
           Well equipment                3,383,987    3,383,987    3,383,987
           Impairment charge           (12,518,143)  (9,074,054)        -
                                      $  7,601,900   11,045,989   20,120,043

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

                                                                 Period from
                                                                 Dec. 30, 1997
                                                                 (date of
                                                                 inception) to
                                   Years Ended December 31,        December 31,
                                    1999             1998            1997
         Costs incurred:
          Oil and gas properties  $    -               -          20,120,043
                                  $    -               -          20,120,043
</TABLE>
(6)      Income Taxes

         As a result of the differences in the treatment of certain items for
           income tax purposes as opposed to financial reporting purposes,
           primarily depreciation, depletion and amortization of oil and gas
           properties and the recognition of intangible drilling costs as an
           expense or capital item, the income tax basis of oil and gas
           properties differs from the basis used for financial reporting
           purposes.   At December 31, 1999 and 1998, the income tax basis
           of the partnership's oil and gas properties was $2,591,851 and
           $3,420,582 respectively.





                                       F-12

                          PDC 1997-D LIMITED PARTNERSHIP
                       (A West Virginia Limited Partnership)

                     Notes to Financial Statements, Continued

(7)      Supplemental Reserve Information

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

                                                           Natural gas
                                                              (mcf)
          Proved developed reserves as of
           December 31, 1997                                    -
          Extensions, discoveries and other additions      13,375,499
          Production                                         (337,359)

          Proved developed reserves as of
          December 31, 1998                                13,038,140

          Revisions of previous estimates                  (6,050,704)
          Production                                         (674,436)

          Proved developed reserves as of
          December 31, 1999                                 6,313,000
































                                       F-13