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, 1996

  Commission File Number  033-63635

  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 72
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 will participate in the drilling of approximately 85 gross
wells in the first quarter of 1997.  It is anticipated that all of the initial
capital of the Partnership will be expended.

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

Markets for Oil and Gas

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

Competition

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

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

Federal Regulations

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

ITEM 2.  PROPERTIES.

Drilling Activity and Productive Wells.

As of December 31, 1996, the Partnership had not drilled any wells.  Therefore,
there are no reserves as of that date.  The Partnership commenced drilling in
1997 and drilled 76 wells (73 of which were productive) as of March 17, 1997. 
Drilling activity continues and it is estimated that the partnership will
participate in 9 additional wells.  All partnership wells to date are 
development wells and drilling activity will be substantially completed by 
March 31, 1997.<PAGE>

      A "productive well" is a well producing, or capable of producing, oil and
gas in commercial quantities.  


Title to Properties

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

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


ITEM 3.  LEGAL PROCEEDINGS.

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


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


      No matters were submitted to a vote of the security holders of the
Partnership for December 31, 1996 (date of inception).


                                    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.
<PAGE>
ITEM 6.  SELECTED FINANCIAL DATA.

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

                                                            December 31, 1996 
                                                           (date of inception)

Oil and Gas Sales . . . . . . . . . . . . . . . . . . .        $     -   
Costs and Expenses  . . . . . . . . . . . . . . . . . .          399,709 
Net Loss  . . . . . . . . . . . . . . . . . . . . . . .         (399,709)
Allocation of Net Loss: . . . . . . . . . . . . . . . .                  
      Managing General Partner. . . . . . . . . . . . .           (3,433)
      Limited and Additional General Partners . . . . .         (396,276)
      Per Limited and Additional General Partner Unit .             (518)
Total Assets. . . . . . . . . . . . . . . . . . . . . .       16,640,628 
Distributions:
      Managing General Partner. . . . . . . . . . . . .              -   
      Limited and Additional General Partners . . . . .              -   


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.

      The Partnership had net working capital at December 31, 1996 of $2,834.

      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

      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.


<PAGE>
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 1996 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
period ended December 31, 1996.


        Footage Drilling Contracts, Services,
         Chemicals, Supplies, and Equipment         $16,620,628
        Syndication costs and management fee          1,989,224
        Tax return preparation                            6,480
        Direct administrative cost                        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.


<PAGE>
                                                                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, 1997

   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, 1997



/s/ Steven R. Williams     President and Director
Steven R. Williams                                             March 24, 1997



/s/ Dale G. Rettinger      Executive Vice President,
Dale G. Rettinger          Treasurer and Director              March 24, 1997
                           (principal financial and
                           accounting officer)



/s/ Roger J. Morgan        Secretary and Director
Roger J. Morgan                                                March 24, 1997

  <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

                              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, 1996                                       F-4
Statement of Operations -  December 31, 1996 (Date of Inception)        F-5
Statement of Partners' Equity - December 31, 1996 (Date of Inception)   F-6
Statement of Cash Flows -  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 audit.

We conducted our audit 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 audit provides 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, 1996, and the results of its operations and 
its cash flows for December 31, 1996 (date of inception), in conformity with 
generally accepted accounting principles.




                                                      KPMG Peat Marwick LLP



Pittsburgh, Pennsylvania
March 20, 1997















                                      F-3
<PAGE>
                        PDC 1996-D LIMITED PARTNERSHIP
                     (A West Virginia Limited Partnership)

                                 Balance Sheet

                               December 31, 1996


          Assets

Current assets:
      Cash                                                  $   20,000
          Total current assets                                  20,000

Oil and gas properties, successful efforts method
      (Notes 3 and 5):
        Unevaluated properties                              16,620,628
        

                                                           $16,640,628

      Current Liabilities and Partners' Equity

Current liabilities:
      Accrued expenses                                      $   17,166
        Total current liabilities                               17,166

Partners' equity                                            16,623,462


                                                           $16,640,628



See accompanying notes to financial statements.






















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

 December 31, 1996 (Date of Inception)



Revenues:
      Sales of oil and gas                              $        -  


Expenses (note 3):
      Management fee                                        382,543 
      Independent audit fee                                   7,311 
      Franchise taxes                                           375 
      Tax return preparation                                  6,480 
      Direct administrative cost                              3,000 

                                                            399,709 

                    Net loss                            $  (399,709)


                    Net loss per limited and additional
                      general partner unit              $      (518)


See accompanying notes to financial statements.































                                      F-5
<PAGE>


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

                         Statement of Partners' Equity

                     December 31, 1996 (Date of Inception)



                             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


See accompanying notes to financial statements.




































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

                            Statement of Cash Flows

                      December 31, 1996 (Date of Inception)



Cash flows from operating activities:
   Net loss                                                $   (399,709)
   Adjustments to reconcile net loss to net cash
     used by operating activities:
       Changes in operating assets and liabilities:
         Accrued expenses                                        17,166 
         
         Net cash used by operating activities                 (382,543)

Cash flows from investing activities:
   Expenditures for unevaluated 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)

         Net cash provided from financing activities         17,023,171 

Net increase in cash                                             20,000 
Cash at beginning of period                                        -    
Cash at end of period                                      $     20,000 





See accompanying notes to financial statements.




















                                      F-7
<PAGE>
                        PDC 1996-D LIMITED PARTNERSHIP
                     (A West Virginia Limited Partnership)

                         Notes to Financial Statements

                               December 31, 1996

(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. At December 31, 1996, drilling of
        the wells of the Partnership had not commenced.  

      Oil and Gas Properties, Unevaluated

      The Partnership follows the successful efforts method of accounting for
        the cost of exploring for and developing oil and gas reserves.  Under
        this method, costs of development wells, including equipment and 
        intangible drilling costs related to both producing wells and 
        developmental dry holes, and successful exploratory wells are
        capitalized and amortized on an annual basis to operations by the 
        units-of-production method using estimated proved developed reserves
        determined at year end by an independent petroleum engineer.  If a 
        determination is made that an exploratory well has not discovered
        economically producible reserves, then its costs are expensed as dry 
        hole costs.  

      The Partnership assesses impairment of capitalized costs of proved oil and
        gas properties by comparing net capitalized costs to undiscounted future
        net cash flows on a field-by-field basis using expected prices.  Prices
        utilized 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.

      As of December 31, 1996, the Partnership signed a turnkey drilling
        agreement and paid drilling advances of $16,620,628 to Petroleum
        Development Corporation, Managing General Partner, for the drilling of
        the Partnership wells, leases and equipment.  The wells were not drilled
        as of December 31, 1996.  The Partnership commenced drilling in 1997 and
        drilled 76 wells (73 of which were productive) as of March 17, 1997. 
        Drilling activity continues and it is estimated that the partnership
        will participate in 9 additional wells.  All partnership wells to date
        are development wells and drilling activity will be substantially
        completed by March 31, 1997.

      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. 
        

                                                                 (Continued)

                                      F-8
<PAGE>
                        PDC 1996-D LIMITED PARTNERSHIP
                     (A West Virginia Limited Partnership)

                   Notes to Financial Statements, Continued

        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.

      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 20% capital
        contributions, there are significant differences in the federal income
        tax effects and liability associated with these different types of units
        in the Partnership.

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

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

(3)   Transactions with Managing General Partner and Affiliates

      The Partnership's transactions with the Managing General Partner include
        charges for the following:
                                                       December 31, 1996   
                                                      (date of inception)  
                Drilling, completion and lease costs       $16,620,628
                Offering and organization costs 
                 (includes reimbursements of 
                 commissions and management fee)             1,989,224
                Tax return preparation                           6,480
                Direct administrative cost                       3,000
                                   F-9<PAGE>
                     PDC 1996-D LIMITED PARTNERSHIP
                  (A West Virginia Limited Partnership)

                Notes to Financial Statements, Continued

(4)  Allocation

     The following table summarizes the participation of the Managing General
       Partner and the Investor Partners, taking account of the Managing
       General Partner's capital contribution equal to 20% of the Initial
       Operating Capital, in the costs and revenues of the Partnership.
                                                                 Managing
                                                   Investor      General
                                                   Partners      Partner 
    Partnership Costs

Broker-dealer Commissions and Expenses(1) . . .      100%            0%
Management Fee. . . . . . . . . . . . . . . . .      100%            0%
Undeveloped Lease Costs . . . . . . . . . . . .        0%          100%
Drilling and Completion Costs . . . . . . . . .       80%           20%
Tangible Equipment. . . . . . . . . . . . . . .        0%          100%
Intangible Drilling and Development Costs . . .      100%            0%
Operating Costs(2). . . . . . . . . . . . . . .       80%           20%
Direct Costs(3) . . . . . . . . . . . . . . . .       80%           20%
Administrative Costs. . . . . . . . . . . . . .        0%          100%

    Partnership Revenues

Sale of Oil and Gas Production(4) . . .               80%           20%
Sale of Productive Properties(5). . . .               80%           20%
Sale of Equipment . . . . . . . . . . . . . . .        0%          100%
Sale of Undeveloped Leases .  . . . . . . . . .       80%           20%
Interest Income . . . . . . . . . . . . . . . .       80%           20%

____________________

     (1) Organization and Offering Costs, net of the Dealer Manager
         commissions, discounts, due diligence expenses, and wholesaling fees
         of the Partnership will be 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 will be 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 will receive 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 to be allocated to the partners are
         subject to a special provision in the partnership agreement, whereby
         the allocable share of revenues and expenses of the Investor
         Partners may be increased and the interest of the Managing General
         Partner may be decreased if certain cash distribution levels are not
         met.  The shifting of the allocable share of revenues and expenses
         to the Investor Partners in the event that certain prescribed cash
         distribution levels are not attained may also serve to shift an
         increased amount of cash distributions to the Investor Partners and
         a decreased amount of cash distributions to the Managing General
         Partner.

                                   F-10<PAGE>
     (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.

(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 at December 31, 1996, are as follows:

            Unevaluated oil and gas properties                 $16,620,628

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

                                                            December 31, 1996 
                                                          (date of inception) 

            Unevaluated oil and gas properties                 $16,620,628

         Unevaluated oil and gas properties consist of payments to the managing
         general partner for drilling, completion, lease acquisition and
         gathering system costs on 76 wells drilled prior to March 17, 1997 and
         9 additional wells to be drilled prior to March 31, 1997.  Seventy-
         three of the seventy-six wells drilled are productive.

(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, 1996, the income tax basis of the
            partnership's oil and gas properties was $3,244,901.

(7)      Supplemental Reserve Information

         As of December 31, 1996, the Partnership had not commenced drilling of
            wells.  Therefore, no oil and gas reserve information is presented.










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