**UNITED
      STATES**


**SECURITIES
      AND EXCHANGE COMMISSION**


**WASHINGTON,
      D.C.  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):   **September
      11,
      2007**








**PETROLEUM
                DEVELOPMENT CORPORATION**


(Exact
      name of registrant as specified in its charter)





**Nevada**
            **0-7246**
            **95-2636730**(State
                or other jurisdiction of incorporation or organization)
            (Commission
                File Number)
            (I.R.S.
                Employer Identification No.)**120
                Genesis Boulevard**
              **Bridgeport,
                West Virginia**
            
            **26330**(Address
                of principal executive offices)
            
            (Zip
                Code)Registrant’s
                telephone number, including area
                code:  **304-842-3597**








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 the 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 13e-4(c) 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
      1.01. Entry into a
      Material Definitive Agreement.**




On
      September 11, 2007 pursuant to a Rights Agreement (the “Rights Agreement”),
      dated as of September 11 2007, between Petroleum Development
      Corporation  (the “Company”) and Transfer Online, Inc., as Rights
      Agent (the “Rights Agent”), the Company’s Board of Directors declared a dividend
      of one right (a “Right”) to purchase one whole share of the Company’s common
      stock, par value $0.01 per share (“Common Stock”), for each outstanding share of
      Common Stock, of the Company.  The dividend is payable on September
      14, 2007 to stockholders of record on that date (the “Record
      Date”).  Each Right entitles the registered holder, after the
      occurrence of a “Distribution Date” as defined in the Rights Agreement and
      described below, to exercise the right to purchase from the Company one share
      of
      Common Stock at an exercise price of $240 (the “Purchase Price”), subject to
      adjustment.




The
      following summary of the principal terms of the Rights Agreement is a general
      description only and is subject to the detailed terms and conditions of the
      Rights Agreement, a copy of which is attached as Exhibit 4.1 to this Current
      Report on Form 8-K and incorporated herein by reference.




**Rights
      Evidenced by Common Stock Certificates**




The
      Rights will not be exercisable until the Distribution Date.  Until
      then, certificates for the Rights (“Rights Certificates”) will not be sent to
      stockholders, and the Rights will attach to and trade only together with the
      Common Stock.  Accordingly, Common Stock certificates outstanding on
      the Record Date will evidence the Rights related thereto, and Common Stock
      certificates issued after the Record Date will contain a notation incorporating
      the Rights Agreement by reference.  Until the Distribution Date (or
      earlier redemption or expiration of the Rights), the surrender or transfer
      of
      any certificates for Common Stock, outstanding as of the Record Date, even
      without such notation, will also constitute the transfer of the Rights
      associated with the Common Stock represented by such certificate.




**Distribution
      Date**




The
      Rights will separate from the Common Stock, Rights Certificates will be issued,
      and the Rights will become exercisable upon the earlier of: (i) the tenth day
      after a person or group of affiliated or associated persons (an “Acquiring
      Person”) publicly announces that it has acquired, or obtained the right to
      acquire, beneficial ownership of 15% or more of the outstanding Common Stock,
      or
      (ii) 10 business days (or such later date as may be determined by action of
      the
      Company’s Board of Directors taken prior to a person or group becoming an
      Acquiring Person) following the commencement or announcement of a tender offer
      or exchange offer, the consummation of which would result in the beneficial
      ownership by a person or group of 15% or more of the outstanding Common
      Stock.  The earlier of such dates is referred to as the “Distribution
      Date.”




**Issuance
      of Rights Certificates; Expiration of Rights**




As
      soon
      as practicable following the Distribution Date, Rights Certificates will be
      mailed to holders of record of the Common Stock as of the close of business
      on
      the Distribution Date and such separate Rights Certificates alone will evidence
      the Rights from and after the Distribution Date.  The Rights will
      expire on the earliest of (i) September 11, 2017 (the “Final Expiration Date”),
      or (ii) redemption or exchange of the Rights as described below.




**Initial
      Exercise of the Rights**




Following
      the Distribution Date, and until the occurrence of one of the further events
      described below, holders of the Rights will be entitled to receive, upon
      exercise and the payment of the Purchase Price, one share of
      Common  Stock.  In the event that the Company does not have
      sufficient Common Stock available for all Rights to be exercised, or the Board
      decides that such action is necessary and not contrary to the interests of
      Rights holders, the Company may instead substitute cash, assets or other
      securities for the shares of Common Stock for which the Rights would have been
      exercisable under this provision or as described below.




2


**Right
      to Buy Company Shares of Common Stock**




Unless
      the Rights are earlier redeemed, in the event that the Distribution Date occurs
      and a person or group becomes an Acquiring Person, then each holder of a Right
      that has not theretofore been exercised (other than Rights beneficially owned
      by
      the Acquiring Person, which will thereafter be void) will thereafter have the
      right to receive, upon exercise, shares of Common Stock having a value equal
      to
      two times the Purchase Price.




**Right
      to Buy Acquiring Company Stock**




Similarly,
      unless the Rights are earlier exercised, exchanged or redeemed, in the event
      that, after the Distribution Date occurs and a person or group becomes an
      Acquiring Person, (i) the Company is acquired in a merger or other business
      combination transaction, or (ii) 50% or more of the Company’s consolidated
      assets or earning power are sold (other than in transactions in the ordinary
      course of business), proper provision must be made so that each holder of a
      Right that has not theretofore been exercised, exchanged or redeemed (other
      than
      Rights beneficially owned by the Acquiring Person, which will thereafter be
      void) will thereafter have the right to receive, upon exercise, shares of common
      stock of the acquiring company having a value equal to two times the Purchase
      Price.




**Exchange
      Provision**




At
      any
      time after a person or group becomes an Acquiring Person and prior to the
      acquisition by such Acquiring Person of 50% or more of the Company’s outstanding
      Common Stock, the Board of Directors of the Company may exchange the Rights
      (other than Rights owned by the Acquiring Person), in whole or in part, at
      an
      exchange ratio calculated pursuant to the Rights Agreement.




**Redemption**




At
      any
      time on or prior to the earlier of (i) the time a person becomes an Acquiring
      Person and (ii) the Close of Business on the Final Expiration Date, the
      Company may redeem the Rights in whole, but not in part, at a price of $0.01
      per
      Right.




**Adjustments
      to Prevent Dilution**




The
      Purchase Price payable, the number of Rights and the number of shares of Common
      Stock or other securities or property issuable upon exercise of the Rights
      are
      subject to adjustment from time to time in connection with the dilutive
      issuances by the Company as set forth in the Rights Agreement.  With
      certain exceptions, no adjustment in the Purchase Price will be required until
      cumulative adjustments require an adjustment of at least 1% in such Purchase
      Price.




**Cash
      Paid Instead of Issuing Fractional Shares**




No
      fractional portion of a share of Common Stock will be issued upon exercise
      of a
      Right and, in lieu thereof, an adjustment in cash will be made based on the
      market price of the Common Stock on the last trading date prior to the date
      of
      exercise.




**No
      Stockholders’ Rights Prior to Exercise**




Until
      a
      Right is exercised, the holder thereof, as such, will have no rights as a
      stockholder of the Company (other than any rights resulting from such holder’s
      ownership of Common Stock), including, without limitation, the right to vote
      or
      to receive dividends.




**Amendment
      of Rights Agreement**




The
      terms
      of the Rights and the Rights Agreement may be amended in any respect without
      the
      consent of the Rights holders on or prior to the Distribution Date; thereafter,
      the terms of the Rights and the Rights Agreement may be amended without the
      consent of the Rights holders in order to cure any ambiguities or to make
      changes that do not adversely affect the interests of Rights holders (other
      than
      the Acquiring Person).




3


**No
      Voting Rights**




Rights
      will not have any voting rights.




**Certain
      Anti-Takeover Effects**




The
      Rights approved by the Company’s Board of Directors are designed to protect and
      maximize the value of the outstanding equity interests in the Company in the
      event of an unsolicited attempt by an acquiror to take over the Company in
      a
      manner or on terms not approved by the Company’s Board of
      Directors.  Takeover attempts may include coercive tactics to deprive
      the Company’s Board of Directors and its stockholders of any real opportunity to
      determine the destiny of the Company.  The Rights have been declared
      by the Board in order to deter such tactics, including a gradual accumulation
      of
      shares in the open market of a 15% or greater position to be followed by a
      merger or a partial or two-tier tender offer that does not treat all
      stockholders equally.  These tactics can unfairly pressure
      stockholders, squeeze them out of their investment without giving them any
      real
      choice and deprive them of the full value of their shares.




The
      Rights are not intended to prevent a takeover of the Company and will not do
      so.  Subject to the restrictions described above, the Rights may be
      redeemed by the Company at $0.01 per Right at any time prior to the time a
      person or group becomes an Acquiring Person.  Accordingly, the Rights
      should not interfere with any merger or business combination approved by the
      Company’s Board of Directors.




Issuance
      of the Rights does not in any way weaken the financial strength of the Company
      or interfere with its business plans.  The issuance of the Rights
      themselves has no dilutive effect, will not affect reported earnings per share,
      should not be taxable to the Company or to its stockholders, and will not change
      the way in which the Company’s shares are presently traded.  The
      Company’s Board of Directors believes that the Rights represent a sound, prudent
      and reasonable means of addressing complex issues of corporate policy in the
      business environment and responding to the perceived potential threat to
      corporate policy and effectiveness inherent in that environment.  The
      Rights may have the effect of rendering more difficult or discouraging an
      acquisition of the Company that is deemed undesirable by the Company’s Board of
      Directors.  The Rights may cause substantial dilution to a person or
      group that attempts to acquire the Company on terms or in a manner not approved
      by the Company’s Board of Directors, except pursuant to an offer conditioned
      upon the negation, purchase or redemption of the Rights.




**Rights
      Agent Acts as Transfer Agent**




The
      Rights Agent also provides transfer agent services to the Company.




**Item
      3.03. Material Modification to Rights of Security Holders.**




See
      the
      description set out under “Item 1.01  Entry into a Material Definitive
      Agreement”.




**Item
      9.01.** **Financial
      Statements and
      Exhibits.**




c)
      Exhibits




**Exhibit
                Number**
            **Description**4.1
            Rights
                Agreement by and between Petroleum Development Corporation and Transfer
                Online, Inc., as Rights Agent, dated as of September 11, 2007, including
                the forms of Rights Certificate and Summary of Stockholder Rights
                Plan
                attached thereto as Exhibits A and B, respectively (filed
                herewith).


4


**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.




Date: September
      14,
      2007                                                  PETROLEUM
      DEVELOPMENT CORPORATION




By:
      /s/ Richard W.
      McCullough


Name: Richard
      W. McCullough


Title:   Chief
      Financial Officer


5


**EXHIBIT
      INDEX**











**Exhibit
                  Number**
            **Description**4.1
            Rights
                Agreement by and between Petroleum Development Corporation and Transfer
                Online, Inc., as Rights Agent, dated as of September 11, 2007, including
                the forms of Rights Certificate and Summary of Stockholder Rights
                Plan
                attached thereto as Exhibits A and B, respectively (filed
                herewith).





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