SECURITIES AND EXCHANGE COMMISSION





WASHINGTON,
DC 20549








_______________





FORM
8-K





CURRENT
REPORT





PURSUANT
TO SECTION 13 OR 15(d) OF THE


SECURITIES
EXCHANGE ACT OF 1934





Date of
report (Date of earliest event reported):  October 23,
2008





Petroleum Development
Corporation


(Exact
Name of Registrant as Specified in Charter)





Nevada
            0-7246
            95-2636730State
      or Other Jurisdiction of Incorporation
            Commission
      File Number
            IRS
      Employer Identification No.





120 Genesis Boulevard,
Bridgeport, WV 26330


(Address
of Principal Executive Offices)  (Zip Code)





Registrant's
telephone number, including area code  304-842-3597





no
change


(Former
Name or Former Address, if Changed Since Last Report)





Check the
appropriate box below if the Form 8-K filing is intended to simultaneously
satisfy the filing obligation of the registrant under any of the following
provisions (see General
Instruction A.2. below):





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





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





[ ]
      Pre-commencement communications pursuant to Rule 14d-2(b) under the
      Exchange Act (17 CFR 240.14d-2(b))





[ ]
      Pre-commencement communications pursuant to Rule 13e-4(c) under the
      Exchange Act (17 CFR 240.13e-4(c))
















Item
5.02.  Departure of Directors or Certain Officers; Election of
Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain
Officers.





On
October 23, 2008 the Company announced the appointment of Mr. Gysle R. Shellum
as the Company’s Chief Financial Officer, effective on November 11,
2008.  Mr. Shellum will succeed Richard W. McCullough, the Company’s
Chief Executive Officer, President and Chief Financial Officer, as Chief
Financial Officer.  Mr. Shellum will be a member of the Company’s
Executive Leadership Team.  Mr. Shellum is 56 years old.





Prior to
joining the Company, Mr. Shellum served as Vice President, Finance and Special
Projects of Crosstex Energy, L.P., Dallas, Texas.  Mr. Shellum served
in this capacity from September 2004 through September 2008.  Prior
thereto from March 2001 until September 2004, Mr. Shellum served as a consultant
to Value Capital, a private consulting firm in Dallas, where he worked on
various projects, including corporate finance and Sarbanes-Oxley Act
compliance.  Crosstex Energy, L.P. is a publicly traded Delaware
limited partnership, whose securities are listed on the NASDAQ Global Select
Market and is an independent midstream energy company engaged in the gathering,
transmission, treating, processing and marketing of natural gas and natural gas
liquids.





Although
an employment agreement with Mr. Shellum has not yet been finalized, the
material financial arrangements that the Company and Mr. Shellum have agreed to
are as follows.





·
            Base
      Salary.  Mr. Shellum will receive an annual base salary
      of $235,000.


·
            Performance
      Bonus.  In addition to his base salary, Mr. Shellum will
      be entitled to earn an annual performance bonus, commencing with 2009
      performance.  Under the Company’s short-term incentive program,
      Mr. Shellum will have the opportunity to earn a cash bonus for his 2009
      performance of up to 50% of his salary for target performance and up to
      100% of his salary for exceptional
performance.


·
            Equity Compensation
      Grant.  Upon commencement of his employment, the Company
      will award Mr. Shellum shares of restricted stock equal in value to his
      base salary.  The shares will vest over four
      years.  The valuation date of the stock will be based on the
      closing price of the Company’s stock on the last business day of November
      2008, the first month of the commencement of his
    employment.


·
            Commuting
      Allowance.  To support his anticipated commute schedule
      prior to relocation, the Company will afford Mr. Shellum a $30,000
      allowance for use by him and his
family.


·
            Relocation Plan and
      Vehicle Allowance.  Mr. Shellum will be afforded the
      standard relocation plan and vehicle
allowance.





Since
October 24, 2008, Mr. Shellum has provided various consulting services to the
Company on a time and expense basis; he will continue to provide these services through November 10, 2008.





Item
9.01.  Financial Statements and Exhibits.





(d)  Exhibits.





Exhibit
99.1  News Release, dated October 23, 2008 – “Petroleum Development
Corporation Announces Gysle R.
Shellum as New Chief Financial Officer”








SIGNATURES








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








Petroleum
Development Corporation








Date  October 29,
2008








By
            /s/
      Richard W. McCulloughRichard
      W. McCulloughPresident
      and Chief Executive Officer