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, 1997

  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 75
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.

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. 
                                     2<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

    The following table sets forth the results of drilling activity from
December 31, 1996 (date of inception) to  March 15, 1998, of the Partnership
which was conducted in the Continental United States.
<TABLE>
<S>                          <S>   <S>   <S>        <S>      <S>   <S>
                                         Development Wells             
                                 Gross                    Net           
                        Productive  Dry Total   Productive  Dry    Total
Period Ended
 March 15, 1998. . .        80       5   85        62.474   4.912  67.386
</TABLE>
                                          3<PAGE>
      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, 1998.  

                        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.

                                       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.





                                          4
<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.
<TABLE>
<S>                                                   <S>              <S>          
                                                 Year Ended     December 31, 1996  
                                                 December 31,   (date of
                                                    1997        inception)

Oil and Gas Sales . . . . . . . . . . . . .      $1,456,234          -   
Costs and Expenses  . . . . . . . . . . . .       1,292,116      399,709 
Net Income (loss )  . . . . . . . . . . . .         165,594     (399,709)
Allocation of Net Income loss:
      Managing General Partner. . . . . . .          33,119       (3,433)
      Limited and Additional 
       General Partners . . . . . . . . . .         132,475     (396,276)
      Per Limited and Additional 
       General Partner Unit . . . . . . . .             173         (518)
Total Assets. . . . . . . . . . . . . . . .      16,101,223   16,640,628 
Distributions:
      Managing General Partner. . . . . . .         145,957          -   
      Limited and Additional 
       General Partners . . . . . . . . . .         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, 1997 of $410,873.

      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

1997 Compared to 1996

      The Partnership's wells were drilled and completed during the the first 
quarter of 1997 with production starting in the second quarter.  Total 
natural gas sales for this 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.






                                          5
<PAGE>
Year 2000 Issue

      PDC, who administers all aspects of the Partnership, has assessed the 
extent of Year 2000 Issues affecting PDC and the Partnership.  PDC believes 
that the new computer system, including operating software currently being 
installed along with modifications being made by PDC's computer technicians
will address the dating system flaw inherent in most operating systems.  PDC
expects to be fully Year 2000 Compliant by the end of 1998.  PDC expects to 
be fully Year 2000 Compliant by the end of 1998.  PDC does not currently 
expect to charge the Partnership for any portion of PDC's cost to become Year
2000 Compliant.

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 1997 has been filed with the 
Securities and Exchange Commission.  


ITEM 11.  MANAGEMENT REMUNERATIONS AND TRANSACTIONS.

         NON-APPLICABLE.

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

         NON-APPLICABLE.

ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS.

      Pursuant to the authorization contained in the Limited Partnership 
Agreement, PDC receives fees for services rendered and reimbursement of 
certain expenses from the Partnership.  The following table presents 
compensation or reimbursements by the Partnership to PDC or other related 
parties during the periods listed below:
<TABLE>
<S>                                               <S>            <S>
                                              Periods Ended December 31,
                                                  1997            1996  
Footage Drilling Contracts, Services,
 Chemicals, Supplies, and Equipment           $   -           16,620,628
Syndication costs and management fee              -            1,989,224
Lifting costs                                  276,380              -   
Tax return preparation                          12,598             6,480
Direct administrative cost                       1,729             3,000
</TABLE>
                                       PART IV

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

        (a)  (1)  Financial Statements

             See Index to Financial Statements on F-2

             (2)  Financial Statement Schedules

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

                                          6<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 23, 1998

   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 23, 1998



/s/ Steven R. Williams     President and Director
Steven R. Williams                                             March 23, 1998



/s/ Dale G. Rettinger      Executive Vice President,
Dale G. Rettinger          Treasurer and Director              March 23, 1998
                           (principal financial and
                           accounting officer)



/s/ Roger J. Morgan        Secretary and Director
Roger J. Morgan                                                March 23, 1998

  <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

                            Year Ended December 31, 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, 1997 and 1996                            F-4
Statements of Operations -  Year Ended December 31, 1997 and 
 December 31, 1996 (Date of Inception)                                F-5
Statements of Partners' Equity - Year Ended December 31, 1997 and
 December 31, 1996 (Date of Inception)                                F-6
Statements of Cash Flows -  Year Ended December 31, 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, 1997 and 1996, and the results of its
operations and its cash flows for the year ended December 31, 1997 and
December 31, 1996 (date of inception), in conformity with generally accepted
accounting principles.




                                                    KPMG Peat Marwick LLP



Pittsburgh, Pennsylvania
March 19, 1998














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

                                Balance Sheets

                          December 31, 1997 and 1996
<TABLE>
<S>                                                     <S>            <S>


      Assets                                           1997           1996  

Current assets:
    Cash                                           $     2,756        20,000
    Accounts receivable - oil and gas revenues         450,068          -   
      Total current assets                             452,824        20,000

Oil and gas properties, 
    successful efforts method (Notes 3 and 5):      16,620,628    16,620,628
      Less accumulated depreciation, depletion,
       and amortization                                972,229          -   
                                                    15,648,399    16,640,628

                                                   $16,101,223    16,640,628

    Current Liabilities and Partners' Equity

Current liabilities:
    Accrued expenses                                $   41,951        17,166
      Total current liabilities                         41,951        17,166

Partners' equity                                    16,059,272    16,623,462


                                                   $16,101,223    16,640,628

</TABLE>

See accompanying notes to financial statements.




















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

     Year Ended December 31, 1997 and December 31, 1996 (Date of Inception)
<TABLE>
<S>                                                   <S>            <S>

                                                     1997          1996  

Revenues:
    Sales of oil and gas                       $ 1,456,234          -    
    Interest income                                  1,476          -    
                                                 1,457,710          -    

Expenses (note 3):
    Lifting cost                                   276,380          -    
    Management fee                                    -          382,543 
    Independent audit fee                            8,745         7,311 
    Franchise taxes                                  6,435           375 
    Tax return preparation                          12,598         6,480 
    Direct administrative cost                       1,729         3,000 
    Independent engineering cost                    14,000          -    
    Depreciation, depletion
      and amortization                             972,229          -    
                                                 1,292,116       399,709 

      Net income (loss)                        $   165,594      (399,709)


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

     Year Ended December 31, 1997 and December 31, 1996 (Date of Inception)
<TABLE>
<S>                                <S>               <S>             <S>

                             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
</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, 1997 and 
                      December 31, 1996 (Date of Inception) 
<TABLE>
<S>                                                           <S>            <S>
                                                             1997          1996   


Cash flows from operating activities:
      Net income (loss)                                  $165,594        (399,709)
      Adjustments to reconcile net income
        (loss) to net cash provided from
        (used by) operating activities:
          Depreciation, depletion
           and amortization                               972,229            -    
          Changes in operating 
            assets and liabilities:
            Increase in accounts
             receivable - oil
             and gas revenues                            (450,068)           -    
            Increase in accrued expenses                   24,785          17,166 
            
            Net cash provided from
             (used by) operating activities               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                          (729,784)           -    

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

Net (decrease) increase in cash                           (17,244)         20,000 
Cash at beginning of period                                20,000            -    
Cash at end of period                                 $     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

  Year Ended December 31, 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 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.

    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.

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

                 Notes to Financial Statements, Continued

(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:
<TABLE>
       <S>                                      <S>                <S>

                                           Year Ended        1996 (date of
                                        December 31, 1997    inception)

        Drilling, completion and lease costs  $   -           16,620,628
        Offering and organization costs 
         (includes reimbursements of 
         commissions and management fee)          -            1,989,224
        Lifting costs                          276,380              -   
        Tax return preparation                  12,598             6,480
        Direct administrative cost               1,729             3,000

</TABLE>




                                       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.
<TABLE>
<S>                                                   <S>             <S>
                                                                  Managing
                                                    Investor      General
                                                    Partners      Partner 
    Partnership Costs

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

    Partnership Revenues

Sale of Oil and Gas Production(4). . . .               80%           20%
Sale of Productive Properties(5) . . . .               80%           20%
Sale of Equipment  . . . . . . . . . . . . . . .        0%          100%
Sale of Undeveloped Leases . . . . . . . . . . .       80%           20%
Interest Income. . . . . . . . . . . . . . . . .       80%           20%
</TABLE>
____________________
[FN]
      (1) Organization and Offering Costs, net of the Dealer Manager
          commissions, discounts, due diligence expenses, and wholesaling
          fees of the Partnership were paid by the Managing General Partner
          and not from Partnership funds.  In addition, Organization and
          Offering Costs in excess of 10-1/2% of Subscriptions were paid by
          the Managing General Partner, without recourse to the Partnership.

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

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

      (4) The revenues and expenses allocated to the partners are subject
          to a special provision in the partnership agreement, whereby the
          allocable share of revenues and expenses of the Investor Partners
          may be increased and the interest of the Managing General Partner
          may be decreased if certain cash distribution levels are not met. 
          The shifting of the allocable share of revenues and expenses to
          the Investor Partners in the event that certain prescribed cash
          distribution levels are not attained may also serve to shift an
          increased amount of cash distributions to the Investor Partners
          and a decreased amount of cash distributions to the Managing
          General Partner.
                                   F-10<PAGE>
                      PDC 1996-D LIMITED PARTNERSHIP
                   (A West Virginia Limited Partnership)

                 Notes to Financial Statements, Continued

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

         The Partnership is engaged solely in oil and gas activities, all
           of which are located in the continental United States. 
           Information regarding aggregate capitalized costs and results of
           operations for these activities is located in the basic financial
           statements.  Costs capitalized for these activities are as
           follows:
<TABLE>
       <S>                                            <S>            <S>
                                                          December 31,
                                                       1997        1996   
       Lease acquisition costs                  $   535,823      535,823 
       Intangible development costs              13,632,238   13,632,238 
       Well equipment                             2,452,567    2,452,567 
                                                $16,620,628   16,620,628 
</TABLE>
       The following costs were incurred for the Partnership's oil and gas
         activities:
<TABLE>
<S>                                            <S>               <S>
                                                             December 31, 
                                          Year Ended         1996 (date of
                                          Dec. 31, 1997      inception) 

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, 1997 and 1996, the income tax basis
           of the partnership's oil and gas properties was $2,869,011 and
           $3,244,901, respectively.





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

                 Notes to Financial Statements, Continued

(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 





































                                   F-12