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  033-63635-04

- 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 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 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
<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 31, 1996 (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. . .        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, 1999.  

                        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.

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.






                                     4
<PAGE>
                                  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>
                                                                 
                                                                        
                                                                        December 31,
                                             Years Ended December 31,   1996 (date of
                                                 1998        1997       inception)
Oil and Gas Sales . . . . . . . . . . . . .  $1,575,520    1,456,234          -   
Costs and Expenses  . . . . . . . . . . . .   9,822,499    1,292,116      399,709 
Net Income (loss )  . . . . . . . . . . . .     (8,239,198)   165,594    (399,709)
Allocation of Net Income (loss):
      Managing General Partner. . . . . . .  (1,802,037)      33,119       (3,433)
      Limited and Additional 
       General Partners . . . . . . . . . .  (6,437,161)     132,475     (396,276)
      Per Limited and Additional 
       General Partner Unit . . . . . . . .      (8,414)         173         (518)
Total Assets. . . . . . . . . . . . . . . .   6,539,219   16,101,223   16,640,628 
Distributions:
      Managing General Partner. . . . . . .     111,388      145,957          -   
      Limited and Additional 
       General Partners . . . . . . . . . .   1,216,538      583,827          -   
</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 $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, 1998 of
$184,772.

    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 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, see 1997
compared to 1996 below) 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.

1997 Compared to 1996

    The Partnership's wells were drilled and completed during the first
quarter of 1997 with production starting in the second quarter.  Total
natural gas sales for this partial production year were $1,456,234 with cash
distributions to the partners of $729,784.  During 1996 in accordance with
the partnership agreement, a one time management fee of $382,543 was paid
to the managing general partner.

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

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

Year 2000 Issue

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.








                                     6
<PAGE>
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.

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.








                                     7
<PAGE>
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:

                                             Periods Ended December 31,  
                                             1998       1997       1996  

Footage Drilling Contracts, Services,
 Chemicals, Supplies, and Equipment       $   -          -     16,620,628
Syndication costs and management fee          -          -      1,989,224
Lifting costs                              450,400    276,380        -   
Tax return preparation                      10,260     12,598       6,480
Direct administrative cost                   2,526      1,729       3,000

                                  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 1996-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 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, 1998, 1997 
                            and December 31, 1996 (Date of Inception)

                            (With Independent Auditors' Report Thereon)





























                                    F-1
<PAGE>
                      PDC 1996-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
Statements of Operations -  Years Ended December 31, 1998, 1997 and 
 December 31, 1996 (Date of Inception)                                F-5
Statements of Partners' Equity - Years Ended December 31, 1998, 
 1997 and December 31, 1996 (Date of Inception)                       F-6
Statements of Cash Flows -  Years Ended December 31, 1998, 1997 and 
 December 31, 1996 (Date of Inception)                                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 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, 1998 and 1997, and the results of its
operations and its cash flows for the years ended December 31, 1998, 1997
and December 31, 1996 (date of inception), in conformity with generally
accepted accounting principles.




                                                                 KPMG LLP



Pittsburgh, Pennsylvania
March 23, 1999














                                    F-3
<PAGE>
                        PDC 1996-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                                            $    6,712         2,756
    Accounts receivable - oil and gas revenues         225,131       450,068
      Total current assets                             231,843       452,824

Oil and gas properties, 
    successful efforts method (Notes 3 and 5):       8,810,568    16,620,628
      Less accumulated depreciation, depletion,
       and amortization                              2,503,192       972,229
                                                     6,307,376    15,648,399

                                                   $ 6,539,219    16,101,223

    Current Liabilities and Partners' Equity

Current liabilities:
    Accrued expenses                               $    47,071        41,951
      Total current liabilities                         47,071        41,951

Partners' equity                                     6,492,148    16,059,272


                                                   $ 6,539,219    16,101,223


</TABLE>
See accompanying notes to financial statements.




















                                      F-4
<PAGE>
                        PDC 1996-D LIMITED PARTNERSHIP
                     (A West Virginia Limited Partnership)
                                       
                           Statements of Operations

 Years Ended December 31, 1998, 1997 and December 31, 1996 (Date of Inception)
<TABLE>
<C>                                            <C>           <C>      <C>
                                              1998         1997       1996  

Revenues:
  Sales of oil and gas                  $ 1,575,520    1,456,234       -    
  Interest income                             7,781        1,476       -    
                                          1,583,301    1,457,710       -    

Expenses (note 3):
  Lifting cost                              450,400      276,380       -    
  Management fee                                -           -       382,543 
  Independent audit fee                       7,320        8,745      7,311 
  Franchise taxes                             5,938        6,435        375 
  Tax return preparation                     10,260       12,598      6,480 
  Direct administrative cost                  2,526        1,729      3,000 
  Independent engineering cost                5,032       14,000       -    
  Loss on impairment of oil and gas 
   properties                             7,810,060         -          -    
  Depreciation, depletion
    and amortization                      1,530,963      972,229       -    
                                          9,822,499    1,292,116    399,709 

    Net income (loss)                   $(8,239,198)     165,594   (399,709)


    Net income (loss) per 
      limited and additional
      general partner unit              $    (8,414)         173       (518)

</TABLE>
See accompanying notes to financial statements.























                                      F-5
<PAGE>
                        PDC 1996-D LIMITED PARTNERSHIP
                     (A West Virginia Limited Partnership)

                        Statements of Partners' Equity

 Years Ended December 31, 1998, 1997 and December 31, 1996 (Date of Inception)

<TABLE>
<C>                              <C>                <C>               <C>
                             Limited
                             and additional     Managing
                             general partners   general partner      Total    
Partners' initial capital
  contributions              $15,301,726          3,328,126      18,629,852
Syndication costs             (1,606,681)              -         (1,606,681)
Net loss                        (396,276)            (3,433)       (399,709)
 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

</TABLE>

See accompanying notes to financial statements.






























                                      F-6
<PAGE>
                          PDC 1996-D LIMITED PARTNERSHIP
                       (A West Virginia Limited Partnership)

                             Statements of Cash Flows

                     Years Ended December 31, 1998, 1997 and 
                      December 31, 1996 (Date of Inception) 
<TABLE>
<C>                                             <C>             <C>          <C>
                                                1998            1997       1996   


Cash flows from operating activities:
      Net income (loss)                    $(8,239,198)      165,594     (399,709)
      Adjustments to reconcile net income
        (loss) to net cash provided from
        (used by) operating activities:
          Depreciation, depletion
           and amortization                  1,530,963       972,229         -    
          Loss on impairment of oil 
           and gas properties                7,810,060          -            -    
          Changes in operating 
            assets and liabilities:
            Decrease (increase) in accounts
             receivable - oil
             and gas revenues                  224,937      (450,068)        -    
            Increase in accrued expenses         5,120        24,785       17,166 
            
            Net cash provided from
             (used by) operating activities  1,331,882       712,540     (382,543)

Cash flows from investing activities:
      Expenditures for oil and 
      gas properties                              -             -      16,620,628 

            Net cash used
            by investing activities               -             -     (16,620,628)

Cash flows from financing activities:
      Limited and additional general
       partner contributions                      -             -      15,301,726 
      Managing General Partner contribution       -             -       3,328,126 
      Syndication cost paid                       -             -      (1,606,681)
      Distributions to partners             (1,327,926)     (729,784)        -    

            Net cash (used by) provided
             from financing activities      (1,327,926)     (729,784)  17,023,171 

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

</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, 1998, 1997 and December 31, 1996
                            (Date of Inception)

(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.  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
      $7,810,060.

    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 1996-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.  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.

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

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















                                    F-9
<PAGE>
                      PDC 1996-D LIMITED PARTNERSHIP
                   (A West Virginia Limited Partnership)

                 Notes to Financial Statements, Continued


(3)   Transactions with Managing General Partner and Affiliates

      The Partnership's transactions with the Managing General Partner
        include charges for the following:
<TABLE>
             <C>                          <C>         <C>         <C>
                                            Periods Ended December 31,    
                                         1998       1997          1996  
        Drilling, completion 
         and lease costs               $   -           -      16,620,628
        Offering and organization costs 
         (includes reimbursements of 
         commissions and 
         management fee)                   -           -       1,989,224
        Lifting costs                   450,400     276,380         -   
        Tax return preparation           10,260      12,598        6,480
        Direct administrative cost        2,526       1,729        3,000
</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>
____________________
[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.

                                   F-10
<PAGE>
                      PDC 1996-D LIMITED PARTNERSHIP
                   (A West Virginia Limited Partnership)

                 Notes to Financial Statements, Continued

      (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.
</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>           <C>
                                                                          
                                                  December 31,          
                                       1998         1997          1996   

       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            (7,810,060)        -            -    
                                   $ 8,810,568   16,620,628   16,620,628 

</TABLE>







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

                 Notes to Financial Statements, Continued

       The following costs were incurred for the Partnership's oil and gas
         activities:
<TABLE>
                <C>                    <C>           <C>           <C>
                                                             December 31, 
                                                             1996 (date of
                                    Years Ended December 31,     inception) 
                                      1998          1997           1996
          Costs capitalized:
           Oil and gas properties $    -          $    -         $16,620,628
                                  $    -          $    -          16,620,628
</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 $2,224,628 and
        $2,869,011, respectively.

(7)   Supplemental Reserve Information (Unaudited)

      Proved oil and gas reserves of the Partnership have been estimated by
        an independent petroleum engineer, Wright & Company, Inc.  These
        reserves have been prepared in compliance with the Securities and
        Exchange Commission rules based on year end prices.  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 









                                   F-12