SECURITIES ANDEXCHANGE COMMISSION

WASHINGTON, DC 20549

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FORM 8-K

CURRENT REPORT

PURSUANT TO SECTION13 OR 15(d) OF THE

SECURITIES ANDEXCHANGE ACT OF 1934

Date of report (Dateof earliest event reported)  January 5, 2007

Petroleum DevelopmentCorporation

(Exact Name ofRegistrant as Specified in Charter)

              Nevada                                          0-7246                                      95-2636730

(State or OtherJurisdiction                       (Commission                                (IRSEmployer

           ofIncorporation)                                    File Number)                                IdentificationNo.)

120 GenesisBoulevard, Bridgeport, WV    26330

(Address ofPrincipal Executive Offices)

Registrant'stelephone number, including area code    304-842-3597

 

 

103 East MainStreet, Bridgeport, WV 26330

(Former Name orFormer Address, if Changed Since Last Report

Check theappropriate box below if the Form 8-K filing is intended to simultaneouslysatisfy the filing obligation of the registrant under any of the followingprovisions (*see* General Instruction A.2. below):

[ ] Writtencommunications pursuant to Rule 425 under Securities Act (17 CFR 230.425)

[ ] Solicitingmaterial pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

[ ] Pre-commencementcommunications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR240.14d-2(b))

[ ] Pre-commencementcommunications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR240.13e-4(c))

                                                                                                

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Item 2.01                Completion of Acquisition orDisposition of Assets

PetroleumDevelopment Corporation (Nasdaq: PETD) completed its previously announcedpurchase of EXCO Resources Inc.'s (NYSE: XCO) producing properties, andremaining undeveloped drilling locations and acreage in the Wattenberg Fieldarea of the DJ Basin, Colorado on January 5, 2007.  The final purchaseprice at closing for the transaction was $132 million (One Hundred Thirty TwoMillion Dollars).  The transaction included substantially all of EXCO'sassets in the area and encompasses 144 oil and gas wells and 8,160 acres ofleasehold.  The wells and leases acquired are located in Weld, Adams,Larimer and Broomfield Counties, Colorado in the Greater Wattenberg FieldArea.  PDC will operate the assets acquired and holds a majority workinginterest in the properties.

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EXHIBIT INDEX

**Item 9.01 Financial Statements andExhibits.**

**(a)           FinancialStatements of Businesses Acquired.**

The financial statements required by Item9.01(a) of Form 8-K will be filed by amendment within 71 calendar days afterthe date on which the information required by Item 2.01 of this Current Reporton Form 8-K is required to be filed.

**(b)           Pro Forma FinancialInformation.**

The pro forma financial informationrequired by Item 9.01(b) of Form 8-K will be filed by amendment within 71calendar days after the date on which the information required by Item 2.01 ofthis Current Report on Form 8-K is required to be filed.

**(d)                ****Exhibits.**

10.1   Purchaser andSale Agreement, dated effective October 1, 2006, by and between EXCO Resources,Inc. (as Seller) and Petroleum Development Corporation (as Buyer), filed herein

99.1   Press release,dated January 8, 2007 (incorporated by reference to Exhibit 99.1 of our CurrentReport on Form 8-K filed with the Securities and Exchange Commission on January10, 2007).

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SIGNATURES

                Pursuant to the requirements of theSecurities Exchange Act of 1934, the registrant has duly caused this report tobe signed on its behalf by the undersigned hereunto duly authorized.

Petroleum Development Corporation

Date:       January 11, 2007

By:           /s/ Richard W. McCullough                                  

                Richard W. McCullough

                ChiefFinancial Officer