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, 1998

  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 81
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
<PAGE>
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.

    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.






                                     3
<PAGE>
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, 1999, 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, 1999. . .         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, 1999.  

                        Natural Gas Wells 
     Location          Gross          Net
     Michigan             36        16.65
     Pennsylvania         55        50.73
     West Virginia         3         2.99
        Total             94        70.37

    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.


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

    None. 




                                     4
<PAGE>

                                  PART II


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

    At December 31, 1997, 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.

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>
                                                             Period from 
                                                           December 30, 1997
                                               Year          (date of   
                                              Ended          inception)
                                           December 31,    to December 31,
                                               1998             1997     

Oil and Gas Sales . . . . . . . . . . . . . $   859,130           -    
Costs and Expenses  . . . . . . . . . . . .  10,088,089        484,865 
Net Loss  . . . . . . . . . . . . . . . . .  (9,228,117)      (484,865)
Allocation of Net Loss: 
    Managing General Partner. . . . . . . .  (1,845,623)        (4,375)
    Limited and Additional 
     General Partners . . . . . . . . . . .  (7,382,494)      (480,490)
    Per Limited and Additional 
     General Partner Unit .                      (7,973)          (519)
Total Assets. . . . . . . . . . . . . . . .  10,512,755     20,140,043 
Distributions:
    Managing General Partner. . . . . . . .      81,549            -   
    Limited and Additional 
     General Partners . . . . . . . . . . .     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.

    The Partnership had working capital at December 31, 1998 of $185,537.

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

                                     5
<PAGE>
Results of Operations


1998 Results

    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.

    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

State of Readiness

    The Year 2000 Issue is the risk that computer programs using two-digit
data fields will fail to properly recognize the year 2000, with the result
being business interruption due to computer system failures by PDC's
software or hardware or that of government entities, service providers and
vendors.  PDC, who administers all aspects of the Partnership, has assessed
the extent of the Year 2000 Issues affecting PDC and the Partnership.  PDC
believes that the new computer system including operating software installed
during 1998 along with modifications made by PDC's computer technicians have
addressed the dating system flaw inherent in most operating systems.  PDC
has completed a remediation plan and believes it is currently fully Year
2000 compliant.

    PDC has initiated formal communications with its significant suppliers
and service providers to determine the extent to which PDC may be vulnerable
to their failure to correct their own Year 2000 issues.  It is expected that
full identification will be completed by April 30, 1999.  To the extent that
responses to Year 2000 readiness are unsatisfactory, PDC intends to take
appropriate action, including identifying alternative suppliers and service
providers who have demonstrated Year 2000 readiness.

Cost of Readiness

    PDC does not currently expect to charge the Partnership for any portion
of PDC's cost to become Year 2000 Compliant.

Risks of Year 2000 Issues

    PDC presently believes the Year 2000 Issue will not present a materially
adverse risk to PDC's or the Partnership's future results of operations,
liquidity, and capital resources.  However, if the level of the timely
compliance by key suppliers or service providers is not sufficient, the Year
2000 Issue could have a material impact on PDC's or the Partnership's
operations including, but not limited to, increased operating costs, loss
of customers or suppliers, loss of accounting functions, including well
revenue distributions, or other significant disruptions to PDC's or the
Partnership's business.




                                     6
<PAGE>
Contingency Plan

    PDC has a contingency plan, and will implement it on any system that
remains non-compliant at December 31, 1999, if any.

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.  Statement 133
standardizes the accounting for derivative instruments, including certain
derivative instruments embedded in other contracts.  The Partnership must
adopt SFAS No. 133 by January 1, 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 options 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 1998 has been filed with the
Securities and Exchange Commission.  


ITEM 11.  MANAGEMENT REMUNERATIONS AND TRANSACTIONS.

       NON-APPLICABLE.

ITEM 12.  SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT.

       NON-APPLICABLE.

ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS.

    Pursuant to the authorization contained in the Limited Partnership
Agreement, PDC receives fees for services rendered and reimbursement of
certain expenses from the Partnership.  The following table presents
compensation or reimbursements by the Partnership to PDC or other related
parties during the periods listed below:
<TABLE>
<C>                                              <C>               <C>
                                           Periods Ended December 31,  
                                                 1998          1997   
Footage Drilling Contracts, Services,
 Chemicals, Supplies, and Equipment         $   -           20,120,043
Syndication costs and management fee            -            2,407,545
Lifting costs                               237,295               -   
Tax return preparation                        6,291             12,445
Direct administrative cost                    2,642              2,500
</TABLE>


                                     7
<PAGE>
                                  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
<PAGE>

                                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, 1999

      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, 1999



/s/ Steven R. Williams   President and Director
Steven R. Williams                                           March 24, 1999



/s/ Dale G. Rettinger    Executive Vice President,
Dale G. Rettinger        Treasurer and Director              March 24, 1999
                         (principal financial and
                         accounting officer)



/s/ Roger J. Morgan      Secretary and Director
Roger J. Morgan                                              March 24, 1999

















                                     9
  <PAGE>




















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

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

                            Year Ended December 31, 1998 and Period from
                            December 30, 1997 (Date of Inception)
                            to December 31, 1997 
                            
                            (With Independent Auditors' Report Thereon)





























                                    F-1
<PAGE>
                      PDC 1997-D LIMITED PARTNERSHIP
                   (A West Virginia Limited Partnership)



                       Index to Financial Statements



Independent Auditors' Report                                          F-3
Balance Sheet - December 31, 1998 and 1997                            F-4
Statement of Operations -  Year Ended December 31, 1998 and 
  Period from December 30, 1997 (Date of Inception) 
  to December 31, 1997                                                F-5
Statement of Partners' Equity - Year Ended December 31, 1998 and
  Period from December 30, 1997 (Date of Inception) 
  to December 31, 1997                                                F-6
Statement of Cash Flows -  Year Ended December 31, 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
<PAGE>








                       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, 1998 and 1997, and the results of its
operations and its cash flows for year ended December 31, 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 23, 1999














                                    F-3
<PAGE>
                      PDC 1997-D LIMITED PARTNERSHIP
                   (A West Virginia Limited Partnership)

                              Balance Sheets

                        December 31, 1998 and 1997
<TABLE>
<C>                                               <C>               <C>

    Assets                                        1998            1997   

Current assets:
  Cash                                         $    1,900      $   20,000
  Accounts receivable - oil and gas revenues      214,089            -   
    Total current assets                          215,989          20,000

Oil and gas properties,  
    successful efforts method (Notes 3 and 5): 11,045,989      20,120,043
    Less accumulated depreciation, depletion,
     and amortization                             749,223            -   
                                               10,296,766      20,120,043

                                              $10,512,755      20,140,043

  Current Liabilities and Partners' Equity

Current liabilities:
  Accrued expenses                             $   30,452          21,876
    Total current liabilities                      30,452          21,876

Partners' equity                               10,482,303      20,118,167


                                              $10,512,755      20,140,043

</TABLE>

See accompanying notes to financial statements.






















                                    F-4
<PAGE>
                      PDC 1997-D LIMITED PARTNERSHIP
                   (A West Virginia Limited Partnership)
                                     
                         Statements of Operations

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

Revenues:
  Sales of oil and gas                $   859,130         -    
  Interest income                             842         -    
                                          859,972         -    

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

    Net loss                          $(9,228,117)    (484,865)


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

</TABLE>
See accompanying notes to financial statements.























                                    F-5
<PAGE>



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

                        Statements of Partners' Equity

        Year Ended December 31, 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
</TABLE>

See accompanying notes to financial statements.

































                                      F-6
<PAGE>
                      PDC 1997-D LIMITED PARTNERSHIP
                   (A West Virginia Limited Partnership)

                         Statements of Cash Flows

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

Cash flows from operating activities:
  Net loss                             $(9,228,117)     (484,865)
  Adjustments to reconcile net loss 
    to net cash provided from (used by)
    operating activities:
      Depreciation, depletion 
       and amortization                    749,223          -    
      Loss on impairment of oil 
       and gas properties                9,074,054          -    
      Changes in operating assets 
        and liabilities:
        Increase in accounts
         receivable - oil and gas
         revenues                         (214,089)         -    
        Increase in accrued expenses         8,576        21,876 
        
        Net cash provided from 
        (used by) operating activities     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               (407,747)         -    

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

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

      Year Ended December 31, 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 1998 the loss on impairment of oil and gas
      properties as reflected in the Statement of Operations amounted to
      $9,074,054.

    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

    Use of Estimates

    Management of the Partnership has made a number of estimates and
      assumptions relating to the reporting of assets and liabilities and
      revenues and expenses and the disclosure of contingent assets and
      liabilities to prepare these financial statements in conformity with
      generally accepted accounting principles.  Actual results could differ
      from those estimates.  

(2)   Organization

      The Partnership was organized as a limited partnership on December 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.

      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>
                                                          Period from 
                                                          December 30,
                                      Year Ended          1997 (date of
                                     December 31,         inception) to 
                                         1998             December 31, 1997 
Drilling, completion and lease costs  $     -               20,120,043
Offering and organization costs 
 (includes reimbursements of 
 commissions and management fee)            -                2,407,545
Lifting costs                            237,295                  -   
Tax return preparation                     6,291                12,445
Direct administrative cost                 2,642                 2,500
</TABLE>
                                    F-9<PAGE>
                      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%
</TABLE>
____________________
[FN]
      (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-10
<PAGE>
                      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.
</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 as follows:
<TABLE>        <C>                                 <C>              <C>
                                                       December 31,     
                                                  1998           1997    

       Lease acquisition costs                     $520,022      520,022 
       Intangible development costs              16,216,034   16,216,034 
       Well equipment                             3,383,987    3,383,987 
       Impairment charge                         (9,074,054)        -    
                                                $11,045,989   20,120,043 
</TABLE>
<TABLE>           <C>                                <C>             <C>
                                                             Period from
                                                             Dec. 30, 1997
                                                             (date of 
                                                  Year Ended     inception) to
                                                  Dec. 31        December 31, 
                                                     1998            1997   
         Costs capitalized:
          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, 1998 and 1997, the income tax basis of
           the partnership's oil and gas properties was $3,420,582 and 
           $3,904,009, respectively.








                                       F-11
<PAGE>
                          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 






































                                       F-12