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  033-63635-04

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

                   PDC 1996-D LIMITED PARTNERSHIP
          (Exact name of registrant as specified in its charter)



  West Virginia                                         55-0751154
(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 1996-D Limited Partnership ("the Partnership") is a limited
partnership formed on December 31, 1996 pursuant to the West Virginia
Uniform Limited Partnership Act.  Petroleum Development Corporation ("PDC")
serves as Managing General Partner of the Partnership.

    Since the commencement of operations on December 31, 1996, the
Partnership has been engaged in onshore, domestic gas exploration
exclusively in the Northern Appalachian and Michigan Basins.  A total of 9
limited partners contributed initial capital of $324,250; a total of 921
additional general partners contributed initial capital of $14,977,476; and
PDC (Managing General Partner) contributed $3,328,126 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 85 gross wells and will
continue to operate and produce its 80 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 31, 1996 (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. . .        80       5   85        62.474   4.912  67.386
</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.

                        Natural Gas Wells
     Location          Gross          Net
     Michigan             21         8.466
     Pennsylvania         47        42.098
     West Virginia        12        11.910
        Total             80        62.474

    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 what 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, 1996, PDC 1996-D Limited Partnership had one Managing
General Partner, 9 Limited Partners who fully paid for 16.2125 units at
$20,000 per unit of limited partnership interests and a total of 921
Additional General Partners who fully paid for 748.8738 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>              <C>

                                                    Years Ended December 31,
                                                 1999        1998           1997
Oil and Gas Sales . . . . . . . . . . . . .  $1,060,772    1,575,520     1,456,234
Costs and Expenses  . . . . . . . . . . . .   2,457,347    9,822,499     1,292,116
Net Income (loss )  . . . . . . . . . . . .  (1,392,064)  (8,239,198)      165,594
Allocation of Net Income (loss):
      Managing General Partner. . . . . . .    (278,413)  (1,802,037)       33,119
      Limited and Additional
       General Partners . . . . . . . . . .  (1,113,651)  (6,437,161)      132,475
      Per Limited and Additional
       General Partner Unit . . . . . . . .      (1,456)      (8,414)          173
Total Assets. . . . . . . . . . . . . . . .   4,536,343    6,539,219    16,101,223
Distributions:
      Managing General Partner. . . . . . .      49,205      111,388       145,957
      Limited and Additional
       General Partners . . . . . . . . . .     545,912    1,216,538       583,827

</TABLE>
                                           5

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 $15,301,726 and the Managing General Partner
contributed $3,328,126 in accordance with the Agreement.  Syndication and
management fee costs of $1,989,224 were incurred leaving available capital
of $16,640,628 for Partnership activities.

    The Partnership began exploration and development activities subsequent
to the funding of the Partnership and completed these activities by December
31, 1997.  Eighty-five wells have been drilled, eighty of which have been
completed as producers.  No additional wells will be drilled.

    The Partnership had net working capital at December 31, 1999 of
$175,752.

    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 decreased 32.7% in 1999 compared to 1998 as a result
of lower sales volumes of natural gas and lower average sales prices.  The
net loss of $1,392,064 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
decreased from $1,327,926 in 1998 to $595,117 in 1999.

1998 Compared to 1997

    Oil and gas sales increased 8.2% in 1998 compared to 1997 due to
increased sales volumes (1997 was not a full production year) offset in part
by lower average sales prices of natural gas.  The net loss of $8,239,198
in 1998 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 $729,784 in 1997 to $1,327,926 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

    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.


                                     6

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.


ITEM 11.  MANAGEMENT REMUNERATIONS AND TRANSACTIONS.

       NON-APPLICABLE.

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

       NON-APPLICABLE.

ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS.

    Pursuant to the authorization contained in the Limited Partnership
Agreement, PDC receives fees for services rendered and reimbursement of
certain expenses from the Partnership.  The following table presents
compensation or reimbursements by the Partnership to PDC or other related
parties during the years listed below:
<TABLE>
<C>                                          <C>        <C>          <C>
                                               Years Ended December 31,
                                             1999       1998       1997

Lifting costs                            $458,641     450,400     276,380
Tax return preparation                     10,320      10,260      12,598
Direct administrative cost                   (689)      2,526       1,729
</TABLE>









                                     7

                                  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 1996-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 1996-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 1997

                            (With Independent Auditors' Report Thereon)





























                                    F-1

                      PDC 1996-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
Statements of Operations -  Years Ended December 31, 1999, 1998
 and 1997                                                             F-5
Statements of Partners' Equity - Years Ended December 31, 1999,
 1998 and 1997                                                        F-6
Statements of Cash Flows -  Years Ended December 31, 1999, 1998
 and 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 1996-D Limited Partnership:

We have audited the financial statements of PDC 1996-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 1996-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, 1998
and 1997, in conformity with generally accepted accounting principles.




                                                                 KPMG LLP



Pittsburgh, Pennsylvania
March   , 2000














                                    F-3

                        PDC 1996-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                                            $    2,017         6,712
    Accounts receivable - oil and gas revenues         205,111       225,131
      Total current assets                             207,128       231,843

Oil and gas properties,
    successful efforts method (Notes 3 and 5):       7,451,534     8,810,568
      Less accumulated depreciation, depletion,
       and amortization                              3,122,319     2,503,192
                                                     4,329,215     6,307,376

                                                   $ 4,536,343     6,539,219

    Current Liabilities and Partners' Equity

Current liabilities:
    Accrued expenses                               $    31,376        47,071
      Total current liabilities                         31,376        47,071

Partners' equity                                     4,504,967     6,492,148


                                                   $ 4,536,343     6,539,219
</TABLE>


See accompanying notes to financial statements.




















                                      F-4

                        PDC 1996-D LIMITED PARTNERSHIP
                     (A West Virginia Limited Partnership)

                           Statements of Operations

                 Years Ended December 31, 1999, 1998 and 1997
<TABLE>
<C>                                           <C>           <C>          <C>

                                              1999         1998       1997

Revenues:
  Sales of oil and gas                   $1,060,772    1,575,520  1,456,234
  Interest income                             4,511        7,781      1,476
                                          1,065,283    1,583,301  1,457,710

Expenses (note 3):
  Lifting cost                              458,641      450,400    276,380
  Independent audit fee                       6,954        7,320      8,745
  Franchise taxes                             3,960        5,938      6,435
  Tax return preparation                     10,320       10,260     12,598
  Direct administrative cost                   (689)       2,526      1,729
  Independent engineering cost                     -       5,032     14,000
  Loss on impairment of oil and gas
   properties                             1,359,034    7,810,060       -
  Depreciation, depletion
    and amortization                        619,127    1,530,963    972,229
                                          2,457,347    9,822,499  1,292,116

    Net income (loss)                   $(1,392,064)  (8,239,198)   165,594


    Net income (loss) per
      limited and additional
      general partner unit              $    (1,456)      (8,414)       173

</TABLE>
See accompanying notes to financial statements.























                                      F-5

                        PDC 1996-D LIMITED PARTNERSHIP
                     (A West Virginia Limited Partnership)

                        Statements of Partners' Equity

                  Years Ended December 31, 1999, 1998 and 1997

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

                             Limited
                             and additional     Managing
                             general partners   general partner    Total

Balance, December 31, 1996    $13,298,769         3,324,693     16,623,462

Net income                        132,475            33,119        165,594
Distributions to partners        (583,827)         (145,957)      (729,784)

 Balance, December 31, 1997    12,847,417         3,211,855     16,059,272

Net loss                       (6,437,161)       (1,802,037)    (8,239,198)
Distributions to partners      (1,216,538)         (111,388)    (1,327,926)

 Balance, December 31, 1998     5,193,718         1,298,430      6,492,148

Net loss                       (1,113,651)         (278,413)    (1,392,064)
Distributions to partners        (545,912)          (49,205)      (595,117)

 Balance, December 31, 1999   $ 3,534,155           970,812      4,504,967

</TABLE>

See accompanying notes to financial statements.




























                                      F-6

                          PDC 1996-D LIMITED PARTNERSHIP
                       (A West Virginia Limited Partnership)

                             Statements of Cash Flows

                   Years Ended December 31, 1999, 1998 and 1997
<TABLE>
<C>                                              <C>           <C>           <C>

                                                1999          1998         1997


Cash flows from operating activities:
      Net income (loss)                    $(1,392,064)   (8,239,198)     165,594
      Adjustments to reconcile net income
        (loss) to net cash provided from
        operating activities:
          Depreciation, depletion
           and amortization                    619,127     1,530,963      972,229
          Loss on impairment of oil
           and gas properties                1,359,034     7,810,060         -
          Changes in operating
            assets and liabilities:
            Decrease (increase) in accounts
             receivable - oil
             and gas revenues                   20,020       224,937     (450,068)
            (Decrease) increase
             in accrued expenses               (15,695)        5,120       24,785

            Net cash provided from
             operating activities              590,422     1,331,882      712,540


Cash flows from financing activities:
      Distributions to partners               (595,117)   (1,327,926)    (729,784)

            Net cash used by
             financing activities             (595,117)   (1,327,926)    (729,784)

Net (decrease) increase in cash                 (4,695)        3,956      (17,244)
Cash at beginning of period                      6,712         2,756       20,000
Cash at end of period                       $    2,017         6,712        2,756


</TABLE>


See accompanying notes to financial statements.















                                        F-7

<PAGE>
                      PDC 1996-D LIMITED PARTNERSHIP
                   (A West Virginia Limited Partnership)

                       Notes to Financial Statements

               Years Ended December 31, 1999, 1998 and 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 1996-D Limited Partnership (the Partnership).  The statements do
      not include any assets, liabilities, revenues or expenses attributable
      to any of the partners' other activities.

    Oil and Gas Properties

    The Partnership follows the successful efforts method of accounting for
      the cost of exploring for and developing oil and gas reserves.  Under
      this method, costs of development wells, including equipment and
      intangible drilling costs related to both producing wells and
      developmental dry holes, and successful exploratory wells are
      capitalized and amortized on an annual basis to operations by the
      units-of-production method using estimated proved developed reserves
      determined at year end by an independent petroleum engineer, Wright
      & Company, Inc., in 1998 and 1997 and  by the Managing General
      Partners petroleum engineers in 1999.  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 $1,359,034 and $7,810,600, 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

                      PDC 1996-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.

    As of December 31, 1999 and 1998, the Managing General Partner had
      futures contracts for the purchase of $4,318,000 and $1,120,300 of
      natural gas, respectively relating to the Managing General Partner and
      the Managing General Partner's various limited partnerships.  While
      these contracts have nominal carrying value, their fair value,
      represented by the estimated amount that would be received upon
      termination of the contracts, based on market quotes, was a net value
      of $350,000 at December 31, 1999 and $(105,400) at December 31, 1998.
      Realized gains and losses on these contracts are allocated to the
      Managing General Partner and the Managing General Partner's various
      limited partnerships.

    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 31,
      1996 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 16.2125
      units of limited partner interests and 748.8738 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.

                                    F-9

                      PDC 1996-D LIMITED PARTNERSHIP
                   (A West Virginia Limited Partnership)

                 Notes to Financial Statements, Continued

    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>

                                          Years Ended December 31,
                                        1999         1998         1997
        Lifting costs                 $458,641      450,400      276,380
        Tax return preparation          10,320       10,260       12,598
        Direct administrative cost        (689)       2,526        1,729
</TABLE>

(4)   Allocation

      The following table summarizes the participation of the Managing
        General Partner and the Investor Partners, taking account of the
        Managing General Partner's capital contribution equal to 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>

                                   F-10

                      PDC 1996-D LIMITED PARTNERSHIP
                   (A West Virginia Limited Partnership)

      (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.

      (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>
               <C>                       <C>         <C>           <C>

                                                  December 31,
                                       1999         1998          1997

       Lease acquisition costs      $  535,823      535,823      535,823
       Intangible development costs 13,632,238   13,632,238   13,632,238
       Well equipment                2,452,567    2,452,567    2,452,567
       Impairment charge            (9,169,094)  (7,810,060)        -
                                   $ 7,451,534    8,810,568   16,620,628
</TABLE>
       There were no costs incurred for the Partnership's oil and gas
         activities for the years ended December 31, 1999, 1998 and 1997.

                                   F-11
                      PDC 1996-D LIMITED PARTNERSHIP
                   (A West Virginia Limited Partnership)

                 Notes to Financial Statements, Continued

(6)   Income Taxes

      As a result of the differences in the treatment of certain items for
        income tax purposes as opposed to financial reporting purposes,
        primarily depreciation, depletion and amortization of oil and gas
        properties and the recognition of intangible drilling costs as an
        expense or capital item, the income tax basis of oil and gas
        properties differs from the basis used for financial reporting
        purposes.   At December 31, 1999 and 1998, the income tax basis of
        the partnership's oil and gas properties was $1,764,354 and
        $2,224,628, respectively.

(7)   Supplemental Reserve Information (Unaudited)

      Proved oil and gas reserves of the Partnership have been estimated by
        the Managing General Partners' petroleum engineers at December 31,
        1999 and by an independent petroleum engineer, Wright & Company,
        Inc. at December 31, 1998 and 1997.  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, 1996 (date of inception)                  -
      Extensions discoveries and other additions       13,201,335
      Production                                         (572,245)

      Proved developed reserves as of
      December 31, 1997                                12,629,090

      Revisions of previous estimates                  (3,412,559)
      Production                                         (656,385)

      Proved developed reserves as of
      December 31, 1998                                 8,560,146

      Revisions of previous estimates                  (3,098,005)
      Production                                         (483,641)

      Proved developed reserves as of
      December 31, 1999                                 4,978,500











                                   F-12